Common use of Instructions Applicable to Transfer Agent Clause in Contracts

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer.

Instructions Applicable to Transfer Agent. With respect The parties here to acknowledge that the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent Buyer(s) shall issue the Conversion Shares, Warrant Shares and the Interest Shares irrevocably be entitled to the Buyer from time to time upon delivery deliver to the Transfer Agent on behalf of the Company a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed an Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to . Upon the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon Agents receipt of a properly completed and duly executed Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall without the confirmation or instructions from the Company and within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (notice of the “Conversion Notice”) in Buyer’s election to exercise the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice Warrant (the “Exercise Notice”) ), in the form attached as Exhibit A to the Warrant, specifying the number of Warrant Shares to be issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and the Buyer that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Warrant Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture"), or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) ), in the form attached hereto as Exhibit A to the DebentureI, or a properly completed and duly executed Exercise Notice in the form attached to the Warrants as Exhibit A thereto (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant), delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxx Xxxxxxxx, Esq. as escrow agent (., the “Escrow Agent”)Buyers’ Counsel. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers’ or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer Buyers causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto ----------------- as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form --------------- attached as Exhibit A to the Warrant, delivered to the Transfer Agent by Xxxxx Xxxxxxxx, Esq. (the Company or "Escrow Agent") acting as ------------ agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities --- Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to ---- initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" ----------- shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Warrant Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Notice of Conversion Notice (the “Conversion Notice”) ), in the form attached hereto as Exhibit A to the DebentureDebentures, with respect to the Conversion Shares, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) ), in the form attached as Exhibit A to the Warrant, with respect to the Warrant Shares, in each case delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the applicable Conversion Notice or the Exercise Notice, a certificate, registered in the name of the applicable Buyer or its designees, for the number of shares of Common Stock to which the such Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyereither Buyers, credit such aggregate number of shares of Common Stock to which the such Buyer shall be entitled to the in such Buyer’s or its designees’ designee’s balance account with DTC the Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian (“DWAC”) system, ; provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and such Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common . For purposes hereof “Trading Day” shall mean any day on which The American Stock would not be required to bear a legend restricting transferExchange is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Buyer's election to exercise the Warrant (the “Conversion "Exercise Notice”) "), in the form attached hereto as Exhibit A I, specifying the number of Warrant Shares to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrantbe issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, Esq. as escrow ., xx xxxxxx agent (the “"Escrow Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and Cornell that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Holder from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Holder's election to exercise the Warrant (the “Conversion "Exercise Notice”) "), in the form attached hereto as Exhibit A 5, specifying the number of Warrant Shares to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrantbe issued, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (to the “Escrow Transfer Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (i3) Trading Days thereafter to issue and surrender to a common nationally recognized carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer Holder or its designees, for the number of shares of Common Stock to which the Buyer Holder shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or . For purposes hereof "Trading Day" shall mean any day on which the US Markets are open for customary trading. The Transfer agent shall promptly give the Company notice of all new issuances hereunder. The Company hereby confirms to the Transfer Agent and Holder that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit 2 attached hereto and (ii) provided an opinion of counsel in the form set forth in Exhibit 3 attached hereto, and that if the Warrant Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Warrant Shares shall bear the restrictive legend referenced above in Section 1b. b. In the event that counsel to the Company fails or refuses to render an opinion as required to issue the Warrant Shares in accordance with the preceding paragraph (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Holder to render such opinion. The Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall accept and be entitled to rely on such opinion for the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that purposes of issuing the Buyer causes its bank or broker Warrant Shares. Any costs incurred by Holder for such opinion letter shall be added to initiate the DWAC transaction, and further provided that a certificate representing such shares Face Amount of Common Stock would not be required to bear a legend restricting transferthe Debenture. 3.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by Xxxxx Xxxxxxxx, Esq. (the Company or "Escrow Agent") on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. Notwithstanding anything to the contrary herein, and further provided that a certificate representing you are under no obligation to process such shares of Common Stock would not be required to bear a legend restricting transferConversion Notice unless it is delivered by the Escrow Agent.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and and, upon an Event of Default (as defined in the Interest Notes) that is not cured pursuant to the terms of the Notes, the Conversion Shares, the Transfer Agent shall shall, without confirmation or instructions from the Company, issue the Conversion Shares, Warrant Shares and the Interest Conversion Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the WarrantWarrant or a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached as Exhibit A to the Notes, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)) as agent acting on behalf of the Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, and Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)) as agent acting on behalf of the Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice as long as there are enough shares available in the authorized but unissued or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Buyer's election to exercise the Warrants (the “Conversion "Exercise Notice”) "), in the form attached hereto as Exhibit A IV, specifying the number of Warrant Shares to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrantbe issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, Esq. ., as escrow agent escrox xxxxx (the “xxx "Escrow Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and Cornell that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Warrant Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)) as agent acting on behalf of the Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common . For purposes hereof “Trading Day” shall mean any day on which The NASDAQ Stock would not be required to bear a legend restricting transferMarket is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by Xxxxx Xxxxxxxx, Esq. (the Company or "Escrow Agent") on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its ---- bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Shares or the Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of either a properly completed and duly executed Conversion Notice (the “Conversion Notice”) ), in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice notice of exercise substantially in the form attached to the Warrant (the “Exercise Notice”) in ), each delivered on behalf of the form attached as Exhibit A to the Warrant, delivered Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the such Conversion Notice or the Exercise Notice, a certificatecertificate or certificates, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the such Conversion Notice or Exercise Notice, Notice or (ii) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers’ or its their designees’ balance account with DTC through its their Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer Buyers causes its bank or broker to initiate the DWAC transaction. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq National Market is open for customary trading. The Company hereby confirms to the Transfer Agent and the Buyers that certificates representing the Conversion Shares and Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that if the Conversion Shares and the Warrant Shares are not registered for resale under the Securities Act of 1933, as amended, then the provisions of paragraph 1(a)(ii), above, shall not be applicable until such shares are registered, and the certificates for the Conversion Shares and Warrant Shares shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” The Company hereby confirms that in the event that a certificate representing stop order suspending the effectiveness of the Registration Statement has been issued by the SEC or any proceeding for that purpose are threatened by the SEC the Company will notify the Transfer Agent promptly, in light of the circumstances, of such shares order or notice. In addition, the Company shall promptly inform the Transfer Agent of Common Stock would not be required to bear a legend restricting transferany voluntary suspension of the effectiveness of the Registration Statement and confirm the continued effectiveness of the Registration Statement upon inquiry by the Transfer Agent.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures (a copy of which is also attached hereto as Exhibit III), or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the WarrantWarrant (a copy of which is attached hereto as Exhibit IV), delivered to the Transfer Agent by David Gonzalez, Esq., xx xxxxxx xxxnt (the Company or "Escrow Agent") on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Shares or the Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) "CONVERSION NOTICE"), in the form attached hereto as Exhibit A EXHIBIT I, delivered on behalf of the Company to the Debenture, Transfer Agent by the Escrow Agent or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) notice of exercise substantially in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent Warrant (the “Escrow Agent”"EXERCISE NOTICE"), respectively. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificatecertificate or certificates, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided that the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers' or its their designees’ ' balance account with DTC through its their Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its Buyers cause their bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "TRADING DAY" shall mean any day on which the Nasdaq National Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Warrant Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”) "), in the form attached hereto as Exhibit A to the DebentureA, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Reserved Shares, Warrant Shares and upon an event of default as set forth in the Interest SharesPledge Agreement, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Escrowed Shares to the Buyer from time Buyers all of the Escrowed Shares, provided that in the event that such issuance of Escrowed Shares to time the Buyers shall would cause the Buyers, together with its affiliates, to beneficially own in excess of 9.99% of the outstanding capital of the Company, upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Default Notice (the “Conversion "Default Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”") in the form attached as Exhibit A to the WarrantPledge Agreement, delivered to the Transfer Agent by the Company or on behalf David Gonzalez, Esq., counsel to the Buyer. In the xxxxx xxxx xxch an issuance to the Buyer shall cause the Buyer to own in excess of 9.99% of the outstanding capital of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Buyer shall the right to deliver to the Transfer Agent a Default Notice every time the Buyer's holdings of Escrowed Shares is under 9.99% of the outstanding capital of the Company until such time the Buyers has foreclosed on all Escrowed Shares. Upon receipt of a Conversion Default Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Default Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock Escrowed Shares to which the Buyer shall be entitled as set forth in the Conversion Default Notice or Exercise Notice, or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”"CONVERSION NOTICE") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”"EXERCISE NOTICE") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or David Gonzalez, Esq., as Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow "Conversion Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "TRADING DAY" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in ------------------ the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, ---------------- delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer--- Buyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to ---- initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on ------------ which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Shares or the Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) ), in the form attached hereto as Exhibit A I, delivered on behalf of the Company to the Debenture, Transfer Agent by the Escrow Agent or a properly completed and duly executed Exercise Notice notice of exercise substantially in the form attached to the Warrant (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant), delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)respectively. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificatecertificate or certificates, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers’ or its their designees’ balance account with DTC through its their Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer Buyers causes its bank or broker to initiate the DWAC transaction. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq National Market is open for customary trading. b. The Company hereby confirms to the Transfer Agent and the Buyers that certificates representing the Conversion Shares and Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing if the Conversion Shares and the Warrant Shares are not registered for resale under the Securities Act of 1933, as amended, then the provisions of paragraph 1(a)(ii), above, shall not be applicable until such shares of Common Stock would not be required to are registered, and the certificates for the Conversion Shares and Warrant Shares shall bear a legend restricting transfer.the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent (and a copy to the Company) by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)) on behalf of the Company together with payment of Transfer Agent’s transfer fee. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is then participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Warrant Shares, the Transfer Agent shall issue the Conversion Shares, Shares or the Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”) "), in the form attached hereto as Exhibit A I, ------------------- --------- delivered on behalf of the Company to the Debenture, Transfer Agent by the Escrow Agent or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) notice of exercise substantially in the form attached as Exhibit A to the WarrantWarrant (the "Exercise Notice"), respectively. Unless the Company shall have delivered in good faith its notice of objection only to the calculation of the Conversion Shares to the Transfer Agent by the Company or on behalf and Escrow Agent within one (1) business day of its receipt of the Company by Dxxxx XxxxxxxxConversion Notice, Esq. as escrow agent (the “Escrow Agent”). Upon upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificatecertificate or certificates, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided that the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast --- Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its their Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes ---- its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq ------------ National Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Buyer's election to exercise the Warrant (the “Conversion "Exercise Notice”) "), in the form attached hereto as Exhibit A I, specifying the number of Warrant Shares to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrantbe issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, Esq. as escrow agent ., xx xxxxxx xxxxt (the “"Escrow Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading DAY" shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and Cornell that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”) "), in the form attached hereto as Exhibit A to the DebentureI, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached to the Warrant as Exhibit A to thereto (the Warrant"Exercise Notice"), delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, EsqXxq. as escrow agent (the “"Escrow Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers' or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer Buyers causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) in the form attached hereto as Exhibit A to the DebentureDebentures, the Conversion Shares and the Interest Shares, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the A Warrant, and Exhibit A to the B Warrant delivered to the Transfer Agent by the Company or Escrow Agent on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Warrant Shares. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Buyer's election to exercise the Warrant (the “Conversion "Exercise Notice”) "), in the form attached hereto as Exhibit A IV, specifying the number of Warrant Shares to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrantbe issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, Esq. as escrow ., xx xxxxxx agent (the “"Escrow Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and Cornell that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”") in the form attached hereto as Exhibit A to the DebentureDebentures, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent by the Company or David Gonzalez, Esq. (xxx "Xxxxxx Xxent") on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”)Company. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s 's or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”) "), in the ----------------- form attached hereto as Exhibit A to the DebentureI, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in --------- the form attached to the Warrant as Exhibit A to thereto (the Warrant"Exercise Notice"), --------------- delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, Esq. as escrow agent (the “"Escrow Agent”"). Upon receipt of a Conversion Notice Xxxxxxxxxx Xotice or an Exercise ------------- Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities --- Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers' or its their designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer Buyers causes its bank or broker to ---- initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof "Trading Day" shall mean any ----------- day on which the NASDAQ Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Holder from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “"Conversion Notice”) "), in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant1, delivered to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (to the “Escrow Transfer Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (i3) Trading Days thereafter to issue and surrender to a common national recognized overnight carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer Holder or its their designees, for the number of shares of Common Stock to which the Buyer Holder shall be entitled as set forth in the Conversion Notice or Exercise Notice, or For purposes hereof "Trading Day" shall mean any day on which the US Stock Markets are open for customary trading. The Transfer agent shall promptly give the Company notice of all new security issuances hereunder. b. The Company hereby confirms to the Transfer Agent and the Holder that certificates representing the Conversion Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit 2 attached hereto and (ii) provided an opinion of counsel in the form set forth in Exhibit 3 attached hereto and (iii) board resolutions authorizing the issuance of such shares until such time as the Maturity Date of the Debentures, as set forth in Exhibit 4 or (iv) the Share are deemed sellable under an exemption from the Securities Act of 1993, as amended (the "Act") when accompanied with the proper paperwork for that exemption. The Shares shall be issued free-trading directly from Fidelity Transfer, as no sale is necessary for the Shares to be issued without legend free trading and all requirements for delivery of a Prospectus pursuant to the Shares have been met and satisfied. If the Conversion Shares and the Interest Shares are not registered for sale under the Act , as amended, then the certificates for the Conversion Shares and Interest Shares shall bear the following legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." c. In the event that counsel to the Company fails or refuses to render an opinion as required to issue the Conversion Shares in accordance with the preceding paragraph (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Holder to render such opinion. The Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall accept and be entitled to rely on such opinion for the Buyer’s or its designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided that purposes of issuing the Buyer causes its bank or broker Conversion Shares and Interest Shares. Any costs incurred by Holder for such opinion letter shall be added to initiate the DWAC transaction, and further provided that a certificate representing such shares Face Amount of Common Stock would not be required to bear a legend restricting transferthe Debenture. 2.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Buyer's election to exercise the Warrants (the “Conversion Notice”) in the form attached hereto as Exhibit A to the Debenture, or a properly completed and duly executed Exercise Notice (the “"Exercise Notice”) "), in the form attached as Exhibit A an exhibit to the WarrantWarrants specifying the number of Warrant Shares to be issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the --- Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and Cornell that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit I attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit II attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the “Conversion Notice”) ), in the form attached hereto as Exhibit A to the DebentureI, or a properly completed and duly executed Exercise Notice in the form attached to the Warrant as Exhibit A thereto (the “Exercise Notice”) in the form attached as Exhibit A to the Warrant), delivered to the Transfer Agent by the Company or on behalf of the Company to the Transfer Agent by Dxxxx Xxxxxxxx, Esq. as escrow agent (the “Escrow Agent”). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer Buyers or its their designees, for the number of shares of Common Stock to which the Buyer Buyers shall be entitled as set forth in the Conversion Notice or Exercise Notice, Notice or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the BuyerBuyers, credit such aggregate number of shares of Common Stock to which the Buyer Buyers shall be entitled to the Buyer’s Buyers’ or its their designees’ balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, system provided that the Buyer Buyers causes its bank or broker to initiate the DWAC transaction, and further provided that a certificate representing such shares of Common Stock would not be required to bear a legend restricting transfer. For purposes hereof “Trading Day” shall mean any day on which the OTCBB Market is open for customary trading.

Instructions Applicable to Transfer Agent. With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice notice of the Buyer's election to exercise the Warrant (the “Conversion "Exercise Notice”) "), in the form attached hereto as Exhibit A IV, specifying the number of Warrant Shares to the Debenture, or a properly completed and duly executed Exercise Notice (the “Exercise Notice”) in the form attached as Exhibit A to the Warrantbe issued, delivered on behalf of the Company to the Transfer Agent by the Company or on behalf of the Company by Dxxxx XxxxxxxxDavid Gonzalez, Esq. as escrow ., xx xxxxow agent (the “"Escrow Agent”"). Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall, as soon as reasonably practical thereafter, shall use its best efforts to within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Exercise Notice or Exercise Notice, or (ii) provided the Transfer Agent is are participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer’s 's or its designees’ ' balance account with DTC through its Deposit Withdrawal At Custodian (“"DWAC”") system, system provided that the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof "Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. The Company hereby confirms to the Transfer Agent and Cornell that certificates representing the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit III attached hereto, and further provided that a certificate representing such shares if the Warrant Shares are not registered for sale under the Securities Act of Common Stock would not be required to 1933, as amended, then the certificates for the Warrant Shares shall bear a the restrictive legend restricting transferreferenced above in Section 1b.