Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a the form acceptable to the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, Company to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. on each Effective Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent (and any subsequent transfer agent agent) irrevocable instructions, in a the form acceptable substantially similar to those used by the Investor in substantially similar transactions, to issue the Purchase Shares, the Initial Commitment Shares and the Additional Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”) ). All Securities to issue certificates be issued to or credit shares to for the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name benefit of the Investor or its respective nominee(s), for the Conversion Shares in such amounts pursuant to this Agreement shall be issued as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteDWAC Shares. The Company represents and warrants to the Investor that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Purchase Shares or the Commitment Shares, the Company shall permit the transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates or credit shares to the applicable balance accounts at DTC DWAC Shares in such name and in such denominations as specified by such the Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being requiredassignment. The Company shall cause its counsel take all actions to issue carry out the intent and accomplish the purposes of this Section 6, including, without limitation, delivering or causing to be delivered all such legal opinion referred to in the Irrevocable Transfer Agent Instructions opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent, and any successor transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of this Section 6, and all fees and costs associated therewith shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC The Depository Trust Company (“DTC”) in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Stock sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5(a) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b5(a), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”) (if DTC is then offered by the Company and its transfer agent and such Securities qualify for deposit with DTC in accordance with its rules), registered in the name of the each Investor or its respective nominee(s), for the Conversion Shares Securities in such amounts as specified from time to time by the each Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteCompany. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g4.2(d) hereof, will be given by the Company to its transfer agent with respect to the Securities, Securities and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, and to the extent provided in this Agreement and the other Transaction Documents, except as it may reasonably determine are necessary to comply or to ensure compliance with those applicable laws that are enacted or modified after the Closing. If the an Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)the terms of the Transaction Documents, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC (if DTC is then offered by the Company and its transfer agent and such Securities qualify for deposit with DTC in accordance with its rules) in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Securities sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (provided that in the case of a sale, transfer or assignment under Rule 144 the foregoing is not an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144)), the transfer agent shall issue such shares Securities to such the Investor, assignee or transferee (transferee, as the case may be) , without any restrictive legend in accordance with Section 5(d) belowlegend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the an Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b4.2(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the any provisions of this Section 5(b4.2(d), that the an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such an opinion or the removal of any legends on any of the Securities shall be borne by the CompanyInvestor. Certificates evidencing the Securities will contain the legend set forth in Section 4.2(b) hereof, or the Investor Rights Agreement, as the case may be. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities in accordance with all applicable federal and state securities laws pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer by the pledgee or secured party following default by such Investor or otherwise. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

Transfer Agent Instructions. The On the Closing Date the Company shall issue irrevocable instructions to its transfer agent (and shall issue to any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) as required), to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor Purchaser or its respective nominee(s), for the Conversion Purchased Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Purchaser to the Company upon conversion of in a form acceptable to the Note and for Purchaser (the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note“Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)5.8, prior to registration of the Purchased Shares and stop transfer instructions to give effect to Section 2(g) hereofthe Warrant Shares under the Securities Act, will be given by the Company to its transfer agent, unless the transfer agent with respect requires additional instructions to carry out the Securitiespurposes of the Irrevocable Transfer Agent Instructions, and that the Securities Purchased Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorPurchaser by violating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5.8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5.8, that the Investor Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, transfer without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent the Transfer Agent in the form of Exhibit D attached hereto (the "Irrevocable Transfer Agent Instructions"), and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares or, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, cause the Transfer Agent to issue such certificates to the Buyer by electronic delivery at the applicable balance accounts account at The the Depository Trust Company (“DTC”)) through its Deposit/Withdrawal at Custodian system to the applicable balance accounts at DTC, registered in the name of the Investor Buyer or its respective nominee(s), for the Conversion Common Shares into which the Preferred Shares are convertible in such amounts as specified from time to time by the Investor Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NotePreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its the Transfer Agent, and any subsequent transfer agent with respect to the SecuritiesCommon Shares, and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor each Purchaser or its respective nominee(s)nominee, for the Conversion Shares in such amounts as specified from time to time by the Investor such Purchaser to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms Preferred Shares. Prior to registration of the NoteConversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5(b)5, and stop transfer instructions to give effect to Section 2(g2(f) hereofhereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction DocumentsRegistration Rights Agreement. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(g) hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Investor effects a saleCompany with an opinion of counsel, assignment or transfer which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities in accordance with Section 2(g)to be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall permit the transfer and shall transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowa Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the Investorintent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (the “Transfer Agent”) in a the form acceptable previously provided to the Investor Company (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Securities, the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Within 7 days following the Closing Date, the Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (in a the form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”attached hereto as Exhibit D) to issue certificates certificates, or credit at a Buyer's request, to electronically issue such shares to the applicable balance accounts at The Depository Trust Company (“e.g., through DWAC or DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares, Additional Shares, if any, and the Warrant Shares as the case may be, in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of and upon exercise of the NoteWarrants or the Additional Warrants (the "Irrevocable Transfer Agent Instructions"). In the event that the Company fails to deliver to the Buyers a countersigned copy of the Transfer Agent Instructions by American Stock Transfer Company, within such 7 day period, the Company shall be obligated to redeem the Securities issued to the Buyers hereunder at the Purchase Price paid therefor. Prior to registration of the Common Shares, Additional Shares and the Warrant Shares under the 1933 Act, such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction with respect to the Securities other than (i) the Irrevocable Transfer Agent Instructions referred to in first sentence of this Section 5(b), paragraph and (ii) stop transfer instructions to give effect to Section 2(g2(f) hereofhereof (in the case of the Common Shares and the Warrant Shares, prior to registration of the Common Shares and the Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.the

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a the form reasonably acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Special Warrants or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Investorthe Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. on each Effective Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers with respect to each Closing hereunder (the each, “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note Notes and for the Interest Shares in such amounts as specified agreed to by the Company in accordance with the terms of the NoteCompany. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)any Securities, the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent Transfer Agent as follows: (i) upon each conversion of the satisfaction Notes (unless such issuance is covered by a prior legal opinion previously delivered to the Transfer Agent) and (ii) on each date a registration statement with respect to the issuance or resale of any requirements under Regulations S. of the Securities is declared effective by the SEC. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent Transfer Agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company DTC, to either (“DTC”)a) Placement Agent’s balance account with DTC through its Deposit/Withdrawal at Custodial system, registered in or (b) directly to the name account of the Investor each Buyer, or its respective nominee(s), at the designated account with DTC as provided on the Purchaser Signature Page, for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteCommon Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g5.(b) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the SecuritiesCommon Shares, and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Common Shares, the Company shall permit the transfer and shall shall, to the extent required by the Transfer Agent, promptly instruct its transfer agent 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 Investor Buyer to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5.(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b5.(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the each legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon Transfer Agent at the satisfaction of any requirements under Regulations S. Closing with respect to the Common Shares. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion opinions or the removal of any legends on any of the Securities Common Shares shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent Transfer Agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the (i) Warrant Preferred Shares in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants; and (ii) Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Warrant Preferred Shares (as the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Notecase may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Underlying Securities, the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment and the transfer agent assignment. All Securities shall issue such shares to such Investor, assignee or transferee (as the case may be) be issued without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon each conversion of the satisfaction Preferred Shares or exercise of the Warrants (unless such issuance covered by a prior legal opinion previously delivered to the Transfer Agent), and (ii) on each date a registration statement with respect to the issuance or resale of any requirements under Regulations S. of the Securities is declared effective by the SEC. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor Jefferies or its respective nominee(s)nominee, upon payment of the exercise price specified in the Warrant for the Conversion Shares Warrant Shares, in such amounts as specified from time to time by the Investor Jefferies to the Company upon conversion of (the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions (referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g5) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities Warrant Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement Agreement; and the other Transaction Documentsin compliance with all applicable laws. If Jefferies provides the Investor effects company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a sale, assignment or transfer resale by Jefferies of any of the Warrant Shares is not required under the Securities in accordance with Section 2(g)Act, the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowtransfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Jefferies, by vitiating the Investorintent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)Section, that the Investor Jefferies shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to the Investor Buyer (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyer or its respective nominee(s), for the Conversion Shares and the Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the Notes (as the case may be). The Company represents and warrants s that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its Corporate Stock Transfer, Inc. (including any successor transfer agent and any subsequent transfer agent in a form acceptable to the Investor (agent, the “Irrevocable Transfer Agent InstructionsAgent”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with pursuant to the terms of the NoteCertificate of Designations or exercise of the Warrants, in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its the Transfer Agent, and any subsequent transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Common Shares or Warrant Shares, the Company shall permit the transfer and shall promptly instruct its transfer agent Transfer Agent to issue one or more certificates or book-entry statements or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor the Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (assuming the transfer agent transferor is not an Affiliate of the Company), the Transfer Agent shall issue such shares to such Investor, the Buyer or its assignee or transferee (as the case may be) ), without any restrictive legend or stop transfer orders maintained against such securities in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the each legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent Transfer Agent as follows: (i) at the Closing with respect to the Common Shares, (ii) upon each exercise of the satisfaction Warrants (unless such issuance covered by a prior legal opinion previously delivered to the Transfer Agent), and (iii) on each date a registration statement with respect to the resale of any requirements under Regulations S. of the Common Shares or Warrant Shares is declared effective by the SEC. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion opinions or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent (the “Transfer Agent”) and any subsequent transfer agent in a form acceptable to the Investor Seller (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The the Depository Trust Company (“DTC”), registered in the name of the Investor Seller or its respective nominee(s), for the Conversion Amendment Right Shares issued and delivered to the Seller in such amounts as specified from time to time by the Investor Seller to the Company upon conversion the exercise of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteAmendment Right. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g4.24(a) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the Securities, and that the Securities Amendment Right Shares (other than as described in Section 3.3(4)(ii) hereof) shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Seller effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Amendment Right Shares, the Company shall permit the transfer and shall promptly instruct its transfer agent 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 Investor the Seller to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorSeller. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b4.25(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), 4.25(b) that the Investor Seller shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue acknowledges and agrees that any fee of the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (incurred in connection with respect to the transfer agent, counsel to the Company or otherwisethis Section 4.25(b) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to the Investor Holders of a Majority In Interest (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Holder or its respective nominee(s), for the Conversion Shares Warrant Shares, as applicable, in such amounts as specified from time to time by the Investor such Holder to the Company upon conversion exercise of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteWarrant. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor any Holder effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor Holder to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Holder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Holder shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor Buyer (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Buyer to the Company upon conversion of the Note and for Preferred Stock or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “"Irrevocable Transfer Agent Instructions”") to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“"DTC”"), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s 's transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor Transfer Agent (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Common Shares in such amounts as specified by the Company in accordance with Buyer prior to the terms of the NoteClosing Date. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g5(a) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5(a) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b5(a), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the a legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon Transfer Agent at the satisfaction of any requirements under Regulations S. Closing. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends opinions on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion the exercise of the Note and for Warrants (as the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Notecase may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (assuming the transferor is not an affiliate of the Company), the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon promptly following each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall cause PubCo to issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, which legend removal instructions shall be consistent with Section 2(g) hereof and shall instruct such transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares issued at the Closing or upon exercise of the Warrants in such amounts as specified from time to time by the Investor each Buyer to the Company PubCo upon conversion exercise of the Note and for Warrants in the Interest Shares in such amounts as specified by form of Exhibit E attached hereto (the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the “Irrevocable Transfer Agent Instructions referred to in this Section 5(bInstructions”), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)2(f) hereof, the Company shall cause PubCo to permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges acknowledges, on behalf of itself and PubCo, that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges acknowledges, on behalf of itself and PubCo, that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company or PubCo of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company shall issue irrevocable instructions to will irrevocably instruct its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares Common Stock from time to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name time upon conversion of the Investor or its respective nominee(s), for the Conversion Shares Debenture in such amounts as specified from time to time by the Investor Company to the Company upon transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Noteits Debenture. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5(b), 5 and stop transfer instructions to give effect to Section 2(g4(a) hereof, hereof prior to registration and sale of the Shares under the Securities Act will be given by the Company to its the transfer agent with respect to the Securities, and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the other Transaction DocumentsBuyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Investor effects Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a sale, assignment or transfer resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 2(g)4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer and shall of the Securities and, in the case of the Shares, promptly instruct its the Company's transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC for Common Stock without legend in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the CompanyBuyer.

Transfer Agent Instructions. The Prior to the Closing Date, the Company shall issue irrevocable instructions to will irrevocably instruct its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares for the Shares from time to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name time upon conversion of the Investor or its respective nominee(s), for the Conversion Shares Note in such amounts as specified from time to time by the Investor Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Note Shares under the 1933 Act, registered in the name of the Buyer as set forth on the signature page of this Agreement or its nominee and for the Interest Shares in such amounts as denominations to be specified by the Company Buyer in accordance connection with the terms each conversion of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5(b), 5 and stop transfer instructions to give effect to Section 2(g4(a) hereof, hereof prior to registration of the Shares under the 1933 Act will be given by the Company to its the transfer agent with respect to the Securities, and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction DocumentsRegistration Rights Agreement. 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 Investor effects Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a sale, assignment or transfer resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 2(g)4(a) of this Agreement is not required under the 1933 Act, the Company shall permit the transfer and shall of the Securities and, in the case of the Shares, promptly instruct its the Company's transfer agent to issue one or more share certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the CompanyBuyer.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Purchasers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Purchaser or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Purchaser to the Company upon conversion the exercise of the Note and for Warrants (as the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Notecase may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(c) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Purchaser effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(c), the Company shall permit the transfer and 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 Investor Purchaser to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (assuming the transferor is not an affiliate of the Company), the transfer agent shall issue such shares to such InvestorPurchaser, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Purchaser shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon promptly following each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Preferred Shares in such amounts as specified by the Company in accordance with the terms or exercise of the NoteWarrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(f) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(f), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares and Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares Securities to such Investorthe Buyer, assignee or transferee (transferee, as the case may be) , without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. Effective Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to the Investor Holder (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Holder or its respective nominee(s), for the Conversion New Warrant Shares in such amounts as specified from time to time by the Investor Holder to the Company upon conversion the exercise of the Note and for New Warrants (as the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Notecase may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(bClause (p), and stop transfer instructions to give effect to Section 2(g) hereofthe Holder Transfer Representation, will be given by the Company to its transfer agent with respect to the New Securities, and that the New Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Holder effects a sale, assignment or transfer of the New Securities in accordance with Section 2(g)the Holder Transfer Representation, the Company shall permit the transfer and 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 Investor the Holder to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves New Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Investorthe Holder, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(dClause (r) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorHolder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(bClause (p) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(bClause (p), that the Investor Holder shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon within three (3) days following each date a registration statement registering the satisfaction resale of any requirements under Regulations S. New Warrant Shares is declared effective. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the New Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue such legal opinions as may be requested from time to time in order to enable the legal opinion referred to in sale of the Irrevocable Transfer Agent Instructions Securities pursuant to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. terms hereof. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)0, and stop transfer instructions to give effect to Section 2(g) 0 hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)0, the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) 00 below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 0 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)0, that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. Immediately upon the execution of this Agreement, the Company 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) or book-entry form(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 its transfer agent the Transfer Agent, and any subsequent transfer agent agent, to issue Common Stock in a form acceptable to the Investor name of the Buyer for the Purchase Shares (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof5, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, Purchase Shares and that the Securities Commitment Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a saleRegistration Rights Agreement, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent subject 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to 4(e) in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any case of the Securities shall be borne by the CompanyCommitment Shares.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor Buyer or its respective nominee(s)nominee, for the Conversion Shares and Warrant Shares in such amounts denominations as specified from time to time by the Investor Buyer to the Company upon conversion of the Note and for the Interest Preferred Shares in such amounts as specified by the Company in accordance with the terms or exercise of the NoteWarrants. Prior to registration of the Conversion Shares and Warrant Shares for resale under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5(b)5, and stop transfer instructions to give effect to Section 2(g2(f) hereof, in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares for resale under the 1933 Act, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction DocumentsRegistration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws upon resale of the Securities. If the Investor effects Buyer provides the Company with an opinion of counsel, in form, substance and scope customary to opinions typically delivered in transactions of this nature, that registration of a sale, assignment or transfer resale by such Buyer of any of the Securities in accordance with Section 2(g)is not required under the 1933 Act, the Company shall permit the transfer transfer, and, in the case of the Conversion Shares and shall Warrant Shares promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the CompanyBuyer.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit C (the "Irrevocable Transfer Agent Instructions"), and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in Preferred Shares. No such amounts as specified by the Company in accordance with the terms of the Notecertificates shall bear any restrictive legend. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction DocumentsAgreement. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the The Company shall permit the transfer transfer, and, in the case of the Common Shares and shall the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such the Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowlegend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorInvestor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent Transfer Agent in a form acceptable to the Investor Purchaser (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Purchaser to the Company upon conversion delivery of the Note and for Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)4.1, and stop transfer instructions to give effect to Section 2(g3.2(e) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Purchaser effects a sale, assignment or transfer of the Securities in accordance with Section 2(g3.2(e), the Company shall permit the transfer and shall promptly instruct its transfer agent 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 Investor the Purchaser to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Shares or Warrant Shares sold, assigned or transferred pursuant to an effective Registration Statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Investorthe Purchaser, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d3.5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorPurchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b3.5(a) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b3.5(a), that the Investor Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.being

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent the Transfer Agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “"Irrevocable Transfer Agent Instructions”") to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Common Shares, the Warrant Shares and the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Preferred Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Securities, the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves the transfer agent Conversion Shares, the Transfer Agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the each legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent Transfer Agent as follows: (i) at the Closing with respect to the Common Shares, (ii) upon each conversion of the satisfaction Preferred Shares (unless the issuance of Conversion Shares is covered by a prior legal opinion previously delivered to the Transfer Agent), (iii) upon each exercise of a Warrant (unless the issuance of Warrant Shares is covered by a prior legal opinion previously delivered to the Transfer Agent) and (iv) on each date a registration statement with respect to the issuance of any requirements under Regulations S. of the Securities is declared effective by the SEC. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion opinions or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Preferred Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Securities, the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves the Conversion Shares, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the each legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent as follows: (i) upon each conversion of the satisfaction Preferred Shares or exercise of the Warrants (unless such issuance covered by a prior legal opinion previously delivered to the Company’s transfer agent), and (ii) on each date a registration statement with respect to the issuance or resale of any requirements under Regulations S. of the Securities is declared effective by the SEC. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion opinions or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) Buyer to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Buyer to the Company Company, and confirmed by the Company, upon conversion of the Note and for Convertible Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such irrevocable transfer agent instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions irrevocable transfer agent instructions to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its Corporate Stock Transfer, Inc. (including any successor transfer agent and any subsequent transfer agent in a form acceptable to the Investor (agent, the “Irrevocable Transfer Agent InstructionsAgent”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with pursuant to the terms of the NoteCertificate of Designations or exercise of the Warrants, in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its the Transfer Agent, and any subsequent transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a the form acceptable to the Investor Buyers (the ““ Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (““ DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, Company to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. on each Effective Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent in form and any subsequent transfer agent in a form substance reasonably acceptable to the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) ), and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Investorthe Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for upon transfer or resale of the Conversion Common Shares in such amounts as specified from time to time by the Investor to form of Exhibit B attached hereto (the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)5, and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securitiesagent, and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities Common Shares in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such shares Common Shares to such Investorthe Buyer, assignee or transferee (transferee, as the case may be) , without any restrictive legend (subject, in accordance with the case of a sale under Rule 144, to the Company's receipt of the opinion of Buyer's counsel referred to in Section 5(d) below2(f)(i)(B)). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion delivery of a Purchase Notice (the Note and for the Interest Shares in such amounts as specified "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Irrevocable Transfer Agent Instructions shall have been delivered by the Company to, and acknowledged in accordance with writing by, the terms Company's transfer agent prior to the Company's delivery of the Notefirst Preliminary Draw Notice hereunder. The Company represents and warrants that no instruction relating to the Shares other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its transfer agent with respect to the Securities, and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided . Nothing in this Agreement Section 5 shall affect in any way the Investor's obligations and the other Transaction Documents. If the Investor effects a saleagreements set forth in Section 2(d) to comply with all applicable prospectus delivery requirements, assignment or transfer if any, upon resale of the Securities in accordance with Section 2(g), the Shares. The Company shall permit the transfer and 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 the Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowlegends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorInvestor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) Buyer to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Buyer to the Company Company, and confirmed by the Company, upon conversion of the Note and for Series C Preferred Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such irrevocable transfer agent instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions irrevocable transfer agent instructions to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.. DM_US 86580026-11.096039.0012 0000-0000-0000, v. 1

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its the Company’s transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with pursuant to the terms of the NoteCertificate of Designations or exercise of the Warrants in the form of Exhibit F attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its the Transfer Agent, and any subsequent transfer agent agent, with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion the exercise of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteWarrants. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction on each effective date of any requirements under Regulations S. registration statement registering the resale or issuance of any Underlying Securities. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The On the Commencement Date, the Company shall issue to the Transfer Agent, (i) irrevocable instructions in the form substantially similar to its transfer agent and any subsequent transfer agent in a form acceptable to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the applicable balance accounts at The Depository Trust Company Registration Rights Agreement (the “DTCNotice of Effectiveness of Registration Statement”), registered in to issue the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company Securities in accordance with the terms of this Agreement and the NoteRegistration Rights Agreement. All Securities to be issued from and after the Commencement Date to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will 6 shall be given by the Company to its transfer agent the Transfer Agent with respect to the SecuritiesSecurities from and after Commencement, and that the Securities covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, if the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of fails to fully comply with the provisions of this Section 5(b), that 6 within two (2) Business Days of the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without providing the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion deliveries referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentabove, counsel to the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the legended certificates or otherwise) associated with book-entry statements from the issuance of such opinion or Investor at the removal of any legends on any greater of the Securities shall be borne by (i) purchase price paid for such shares of Common Stock (as applicable) and (ii) the CompanyClosing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for the Series F Stock in accordance with Section 1(c) hereof, the Company shall issue irrevocable instructions to will irrevocably instruct its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares Common Stock from time to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name time upon conversion of the Investor or its respective nominee(s), for the Conversion Shares Series F Stock in such amounts as specified from time to time by the Investor Company to the Company upon 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 Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteSeries F Stock. The Company represents and warrants that that, with respect to the Buyer's Securities, no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5(b), 5 and stop transfer instructions to give effect to Section 2(g4(a) hereof, hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to its the transfer agent with respect to the Securities, and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and applicable law. Nothing in this Section shall affect in any way the other Transaction DocumentsBuyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Investor effects Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company, that registration of a sale, assignment or transfer resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 2(g)4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer and shall of the Securities and, in the case of the Converted Shares, promptly instruct its the Company's transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC for Common Stock without legend in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the CompanyBuyer.

Transfer Agent Instructions. The (a) On the Commencement Date, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent, and any subsequent transfer agent agent, (i) irrevocable instructions in a the form acceptable substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the applicable balance accounts at The Depository Trust Company Registration Rights Agreement (the “DTCNotice of Effectiveness of Registration Statement”), registered in each case to issue the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company Securities in accordance with the terms of this Agreement and the NoteRegistration Rights Agreement. All Purchase Shares to be issued from and after the Commencement Date to the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g6(a) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the SecuritiesPurchase Shares covered by the Registration Statement from and after Commencement, and that the Securities Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, if the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of fails to fully comply with the provisions of this Section 5(b), that 6(a) within five (5) Business Days of the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without providing the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion deliveries referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentabove, counsel to the Company or otherwise) associated with shall, at the issuance Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the purchase price paid for such opinion or the removal shares of any legends on any of the Securities shall be borne by the CompanyCommon Stock.

Transfer Agent Instructions. The a. No later than five (5) business days after the Closing Date, the Company shall issue irrevocable instructions to will irrevocably instruct its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable "Transfer Agent Instructions”Agent") to issue certificates or credit shares Common Stock from time to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name time upon conversion of the Investor or its respective nominee(s), for the Conversion Shares Debentures in such amounts as specified from time to time by the Investor Company to the Company upon 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 Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteDebentures. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5(b), 5 and stop transfer instructions to give effect to Section 2(g4(a) hereof, hereof prior to registration and sale of the Shares under the 1933 Act will be given by the Company to its transfer agent with respect to the Securities, Transfer Agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the other Transaction DocumentsBuyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Investor effects Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a sale, assignment or transfer resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 2(g)4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer and shall of the Securities and, in the case of the Converted Shares, promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC for Common Stock without legend in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the CompanyBuyer.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the "Transfer Agent") in a form acceptable to each of the Investor Buyers (the “"Irrevocable Transfer Agent Instructions”") to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“"DTC”"), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NotePreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(h) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(h), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment and in accordance with the applicable terms of this Agreement. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s 's transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends with respect to any holder of Securities on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Within ten (10) Business Days of the Closing, the Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts each such Buyer’s (or its designee’s) account at The Depository Trust Company DTC through its Deposit/Withdrawal At Custodian (“DTCDWAC”)) System, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and the shares are then eligible for transfer through the DWAC System, or, if the Transfer Agent is not participating in FAST or if the shares are not then eligible for transfer through the DWAC system, issue and dispatch by overnight courier to the address as specified in the conversion notice, a certificate, registered in the name of the Investor such Buyer or its respective nominee(s)designee, for the Conversion number of Note Shares to which such Buyer is entitled pursuant to such conversion or redemption of the Notes, for the Note Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. Immediately upon the execution of this Agreement, the Company 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 its transfer agent the Transfer Agent, and any subsequent transfer agent agent, to issue Common Stock in a form acceptable to the Investor name of the Buyer for the Purchase Shares (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof5, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, Purchase Shares and that the Securities Commitment Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a saleRegistration Rights Agreement, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent subject 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to 4(e) in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any case of the Securities shall be borne by the CompanyCommitment Shares.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteConvertible Notes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent Transfer Agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon Transfer Agent on the satisfaction of any requirements under Regulations S. date that a registration statement registering the Conversion Shares has been declared effective by the SEC. . Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent for the Common Stock in a the form acceptable to the Investor attached hereto as Exhibit D (the “Irrevocable Transfer Agent Instructions”) ), and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“the DTC”), registered in the name of the Investor each holder of Preferred Shares or its respective Warrants, as applicable, or such holder’s nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each such holder to the Company upon conversion of the Note and for the Interest Preferred Shares in such amounts as specified by the Company in accordance with the terms or exercise of the NoteWarrants, as applicable. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), 5 and stop transfer instructions to give effect to the provisions of Section 2(g) hereof, 2.f will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowRegistration Rights Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investorholders of the Preferred Shares and the Warrants by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor holders of the Preferred Shares and the Warrants shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The On each Installment Date (as defined in the Note), and on all such other dates as may be required for the Company to comply with its obligations under the Note, the Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent the Transfer Agent in a form reasonably acceptable to the Investor and its counsel (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time either by the Company in accordance with any Installment Conversion in accordance with the terms of the Note, or by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Securities, the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such the Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a the form acceptable to the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. on each Effective Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) each Buyer to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor such Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor such Buyer to the Company Company, and confirmed by the Company, upon the conversion of the Note and for Convertible Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such irrevocable transfer agent instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor any Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions irrevocable transfer agent instructions to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyer or its respective nominee(s), for upon transfer or resale of the Conversion Common Shares in such amounts as specified from time to time by the Investor to form of Exhibit B attached hereto (the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)5, and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securitiesagent, and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities Common Shares in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor the Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such shares Common Shares to such Investorthe Buyer, assignee or transferee (transferee, as the case may be) , without any restrictive legend (subject, in accordance with the case of a sale under Rule 144, to the Company's receipt of the opinion of Buyer's counsel referred to in Section 5(d) below2(f)(i)(B)). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent in the form mutually agreed to by the Company, each of the Lead Buyers and any subsequent such transfer agent in a form acceptable prior to the Investor date hereof (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Interest Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)4.5, and stop transfer instructions to give effect to Section 2(g) 3.7 hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)3.7, the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Interest Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d4.5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b4.5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b4.5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon at each time necessary to give effect to this Section 4.5(b) and the satisfaction of any requirements under Regulations S. Irrevocable Transfer Agent Instructions. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(f) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(f), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) Buyers to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyers or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Buyers to the Company Company, and confirmed by the Company, upon conversion of the Note and for Convertible Debentures or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such irrevocable transfer agent instructions referred to in this Section 5(b)Section, and stop transfer instructions to give effect to Section 2(g1(e) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(f), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such Investorthe Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below2(f). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5(c) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b2(f), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. On the Commencement Date, the Company shall cause any restrictive legend on the Initial Commitment Shares to be removed and all of the Purchase Shares and Additional Commitment Shares, to be issued under this Agreement shall be issued without any restrictive legend unless the Investor expressly consents otherwise. The Company shall issue irrevocable instructions to its transfer agent the Transfer Agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered Purchase Shares in the name of the Investor or its respective nominee(s(the "Irrevocable Transfer Agent Instructions"), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants to the Investor that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof6, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, Purchase Shares and that the Securities Commitment Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement Agreement. All Purchase Shares and Commitment Shares to be issued from and after the other Transaction Documents. If Commencement Date to or for the benefit of the Investor effects a salepursuant to this Agreement shall be issued only as DWAC Shares in electronic form, assignment or transfer unless the Company is not DTC eligible in which event the Company may deliver Purchase Shares and Commitment Shares as certificated shares that satisfy clauses (ii) and (iii) of the Securities in accordance with Section 2(g), definition of DWAC Shares herein. In the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without event that any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm must be attached to the Investor. Accordinglyany Purchase Shares or Commitment Shares, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor than such legend shall be entitled, identical to that contained in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the CompanyEXHIBIT E hereto.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent agent, in a the form acceptable to the Investor of Exhibit F attached hereto (the “Irrevocable Transfer Agent Instructions”) to issue certificates or or, to the extent permitted by applicable securities laws, credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares issuable upon conversion of the Notes in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(f) hereof, will be given by the Company to its transfer agent with respect to the Securitiesagent, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or or, to the extent permitted by applicable securities laws, credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves the Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such shares Securities to such Investorthe Buyer, assignee or transferee (transferee, as the case may be) , without any restrictive legend in accordance with Section 5(d) belowlegend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The On the Commencement Date, the Company shall issue to the Transfer Agent, (i) irrevocable instructions in the form substantially similar to its transfer agent and any subsequent transfer agent in a form acceptable to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the applicable balance accounts at The Depository Trust Company Registration Rights Agreement (the “DTCNotice of Effectiveness of Registration Statement”), registered in to issue the name of the Investor or its respective nominee(s), for the Conversion Purchase Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of this Agreement and the NoteRegistration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the SecuritiesPurchase Shares from and after Commencement, and that the Securities Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, if the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of fails to fully comply with the provisions of this Section 5(b), that 6 within five (5) Business Days of the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without providing the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion deliveries referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentabove, counsel to the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the legended certificates or otherwise) associated with book-entry statements from the issuance of such opinion or Investor at the removal of any legends on any greater of the Securities shall be borne by (i) purchase price paid for such shares of Common Stock (as applicable) and (ii) the CompanyClosing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“"DTC”"), registered in the name of each of the Investor Buyers or its their respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteSecurities issued hereunder. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents, and in accordance with applicable law. If any of the Investor Buyers effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(e), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment assignment. Following the date that a Registration Statement is declared effective and upon the transfer agent shall issue such shares delivery to such InvestorBuyer of any certificate representing Securities, assignee or transferee (as such Buyer agrees that any sale of such Securities shall be made pursuant to the case may be) without any restrictive legend Registration Statement and in accordance with Section 5(d) belowthe plan of distribution described therein or pursuant to an available exemption from the registration requirements of the 1933 Act. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that each of the Investor Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall shall, if requested by Buyers, issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction DocumentsDocuments and in compliance with applicable law. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent Transfer Agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance 4812-8381-8166v.6 accounts at DTC in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to the Investor each Purchaser (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Purchaser or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Purchaser to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor each Purchaser effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor each Purchaser to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Investoreach Purchaser, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(h) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(h), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent agent, in a the form acceptable to the Investor of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”") to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Additional Shares issuable pursuant to the terms of the Transaction Documents in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion or redemption of the Note and for Preferred Shares or as payment of Dividends with respect to the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NotePreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securitiesagent, and any subsequent transfer agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions a treasury direction to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (as applicable, the “Irrevocable Transfer Agent InstructionsAgent”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and Agreement, the other Transaction DocumentsDocuments and in accordance with applicable law. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or Regulation S, the transfer agent Company shall instruct the Transfer Agent to issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of any legal opinion to the Transfer Agent or with respect to the issuance of such opinion Securities or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form reasonably acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion the exercise of the Note and for Warrants (as the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Notecase may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (assuming the transferor is not then an affiliate of the Company), the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon promptly following each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b6(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g3(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d6(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b6(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b6(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction Registration Rights Agreement). If a Buyer or any subsequent holder of any requirements under Regulations S. the Securities proposes to transfer the Securities held by such Person pursuant to Rule 144, the Company shall provide necessary opinions to its transfer agent, if requested, provided that such Buyer or such subsequent holder, as the case may be, provides the necessary representations as requested by the Company’s counsel. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes (as the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Notecase may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the any legal opinion referred to in required by the Irrevocable Transfer Agent Instructions to the Company’s Company or its transfer agent upon the satisfaction to effect any resale of Securities by any requirements under Regulations S. Investor in compliance with Rule 144. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a 24 sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue such legal opinions as may be requested from time to time in order to enable the legal opinion referred to in sale of the Irrevocable Transfer Agent Instructions Securities pursuant to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. terms hereof Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a the form acceptable previously provided to the Investor Company (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares, the Interest Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares, Interest Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”) (if DTC is then offered by the Company and its transfer agent and such Securities qualify for deposit with DTC in accordance with its rules), registered in the name of the each Investor or its respective nominee(s), for the Conversion Shares Securities in such amounts as specified from time to time by the each Investor to the Company upon conversion of the Note and for the Interest Company Shares in such amounts as specified by the Company in accordance with the terms or exercise of the Note. Warrants or Exchange Warrants.. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g4.2(c) hereof, will be given by the Company to its transfer agent with respect to the Securities, Securities and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, and to the extent provided in this Agreement and the other Transaction Documents, except as it may reasonably determine are necessary to comply or to ensure compliance with those applicable laws that are enacted or modified after the Closing. If the an Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)the terms of the Transaction Documents, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC (if DTC is then offered by the Company and its transfer agent and such Securities qualify for deposit with DTC in accordance with its rules) in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Securities sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 (provided that in the case of a sale, transfer or assignment under Rule 144 the foregoing is not an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144)), the transfer agent shall issue such shares Securities to such the Investor, assignee or transferee (transferee, as the case may be) , without any restrictive legend in accordance with Section 5(d4.2(e) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the an Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b4.2(c) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the any provisions of this Section 5(b4.2(c), that the an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions irrevocable transfer agent instructions required to be delivered pursuant to the terms of the Registration Rights Agreement to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. on each Effective Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NotePreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent Transfer Agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon Transfer Agent on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent the Transfer Agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The the Depository Trust Company (“DTC”)if the Company is then eligible to do so, registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion exercise of the Note and for Warrants in the Interest Shares in such amounts as specified by form of Exhibit B attached hereto (the Company in accordance with the terms of the Note"Irrevocable Transfer Agent Instructions"). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, 5 will be given by the Company to its the Transfer Agent, and any subsequent transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) Buyer to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor Buyer to the Company Company, and confirmed by the Company, upon the conversion of the Note and for Convertible Notes or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions such irrevocable transfer agent instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(f) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g2(f), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions irrevocable transfer agent instructions to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. Closing Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (in a substantially the form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”attached hereto as Exhibit D) to issue certificates certificates, or credit at a Buyer's request, to electronically issue such shares to the applicable balance accounts at The Depository Trust Company (“e.g., through DWAC or DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of and upon exercise of the NoteParadise Warrants, (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Warrant Shares under the 1933 Act, such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction with respect to the Securities other than (i) the Irrevocable Transfer Agent Instructions referred to in first sentence of this Section 5(b), paragraph and (ii) stop transfer instructions (a) to give effect to Section 2(g2(f) hereofhereof (in the case of the Paradise Shares and the Warrant Shares, prior to registration of the Paradise Shares and the Warrant Shares under the 1933 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 its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement, the Registration Rights Agreement and the other Transaction DocumentsWarrants. Nothing in this Section 5 shall affect in any way each Buyer's obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities. If a Buyer provides the Investor effects Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company, that registration of a sale, assignment or transfer resale by such Buyer of any of the Securities in accordance with Section 2(g)is not required under the 1933 Act, the Company shall permit the transfer and shall transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowBuyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent the Transfer Agent in a the form acceptable previously provided to the Investor Company (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts account of Investor’s or its designee’s broker at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company shares of Common Stock issuable upon conversion of the Note and for the Interest Preferred Shares in such amounts as specified by the Company or, in accordance with the terms provisions of the NoteWarrant, upon exercise or exchange of the Warrant. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Conversion Shares or Warrant Shares after issuance thereof, the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such the Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“"DTC”"), registered in the name of the each Investor or its respective nominee(s), for the Conversion Shares and the Warrant Shares issuable upon conversion of the Notes or exercise of the Warrants in such amounts as specified from time to time by the each Investor to the Company Company, including upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms Notes or exercise of the NoteWarrants in the form of Exhibit E (the "Irrevocable Transfer Agent Instructions"). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)11, and stop transfer instructions to give effect to Section 2(g6(k) hereof, will be given by the Company to its transfer agent with respect to the Securitiesagent, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the an Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g6(k), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such shares Securities to such the Investor, assignee or transferee (transferee, as the case may be) , without any restrictive legend in accordance with Section 5(d) belowlegend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the an Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)11, that the an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion delivery of the Note and for Common Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. date each Registration Statement is declared effective by the SEC. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to the Investor Buyer (the “Irrevocable Transfer Agent Instructions”) to issue credit certificates or credit shares to each the applicable balance accounts Buyer’s (or its designee’s) account at The Depository Trust Company DTC through its Deposit/Withdrawal At Custodian (“DTCDWAC”)) System, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and the certificates or shares are then eligible for transfer through the DWAC System, or, if the Transfer Agent is not participating in FAST or if the shares are not then eligible for transfer through the DWAC system, issue and dispatch by overnight courier to the address as specified in (x) the Conversion Notice with respect to the Notes, (y) the exercise of the Warrants or (z) the notice that the Company is electing to issue Common Shares pursuant to the terms of the Notes or that the Buyer is electing to receive Common Shares pursuant to the Notes or the Warrants, a certificate, registered in the name of the Investor Buyer or its respective nominee(s)designee, for the Conversion applicable number of Note Shares or Warrant Shares to which the Buyer is entitled, for the applicable Note Shares in such amounts as specified from time to time by the Investor Company pursuant to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorBuyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent agent, in a form acceptable to such transfer agent and reasonably acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) ), to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Interest Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares or Interest Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon on each Effective Date (as defined in the satisfaction of any requirements under Regulations S. Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Commitment Shares and the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion or exercise of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteNotes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will shall be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and 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 Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will shall cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the a remedy at law for a breach of its obligations under this Section 5(b) will shall be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. agent. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC The Depository Trust Company (“DTC”) in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Common Stock sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investoreach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5(a) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b5(a), that the Investor each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions Registration Rights Agreement to the Company’s transfer agent upon on the satisfaction of any requirements under Regulations S. Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent in a form acceptable to the Investor (the “Irrevocable Transfer Agent Instructions”) agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor to the Company upon conversion delivery of a Purchase Notice (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Note and for Shares under the Interest Shares 1933 Act, all such certificates shall bear the restrictive legend specified in such amounts as specified by the Company in accordance with the terms Section 2(g) of the Notethis Agreement. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)5, and stop transfer instructions to give effect to Section 2(g2(f) hereofhereof (in the case of the Shares, prior to registration of the Shares under the 0000 Xxx) will be given by the Company to its transfer agent with respect to the Securities, and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction DocumentsRegistration Rights Agreement. Nothing in this Section 5 shall affect in any way the Investor's obligations and agreements set forth in Section 2(g) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If the Investor effects provides the Company with an opinion of counsel, in generally acceptable form, that registration of a sale, assignment or transfer resale by such Investor of any of such Shares is not required under the Securities in accordance with Section 2(g)1933 Act, the Company shall permit the transfer and shall transfer, and, in the case of the Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such the Investor to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowlegends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the InvestorInvestor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)5, that the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent (the “Transfer Agent”) and any subsequent transfer agent in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for Preferred Shares or the Interest Shares in such amounts as specified by the Company in accordance with the terms exercise of the NoteWarrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g)Securities, the Company shall permit the transfer and shall promptly instruct its transfer agent 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 Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves the Conversion Shares, the transfer agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d5(c) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the each legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent Transfer Agent as follows: (i) upon each conversion of the satisfaction Preferred Shares or exercise of the Warrants (unless such issuance covered by a prior legal opinion previously delivered to the Transfer Agent), and (ii) on each date a registration statement with respect to the issuance or resale of any requirements under Regulations S. of the Securities is declared effective by the SEC. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion opinions or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Investor Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NotePreferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b5(a), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment and or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent Transfer Agent shall issue such shares to such InvestorBuyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5(a) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b5(a), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon Transfer Agent at such time as the satisfaction Conversion Shares may be resold pursuant to Rule 144 and, if applicable, at any time a registration statement with respect to the resale of any requirements under Regulations S. the Conversion Shares by a Buyer is declared effective by the SEC. The Company shall not file a registration statement with respect to the resale of the Conversion Shares without the prior written consent of the Required Holders. Any fees (with respect to the transfer agentTransfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent agent, in a the form acceptable to the Investor of Exhibit D attached hereto (the “"Irrevocable Transfer Agent Instructions”") to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)DTC or CDS, registered in the name of the Investor each Buyer or its respective nominee(s), for the Conversion Warrant Shares to be issued upon exercise of the Warrants in such amounts as specified from time to time by the Investor each Buyer to the Company upon conversion exercise of the Note and for the Interest Shares in such amounts as specified by the Company in accordance with the terms of the NoteWarrants. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g2(b) hereof, will be given by the Company to its transfer agent with respect to the Securitiesagent, and that the Securities shall otherwise be freely transferable on the books and records of the Company, Company as applicable, and to the extent provided in this Agreement and the other Transaction Documents. If the Investor a Buyer effects a sale, assignment or transfer of the Securities Warrant Shares in accordance with Section 2(g2(b), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC or CDS in such name and in such denominations as specified by such Investor Buyer to effect such sale, transfer or assignment and the transfer agent shall issue such shares to such Investor, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) belowassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investora Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that the Investor a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent upon the satisfaction of any requirements under Regulations S. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.