Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Returnable Shares and Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Returnable Shares and Conversion Shares under the 1933 Act or the date on which the Returnable Shares and Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Returnable Shares and Conversion Shares, prior to registration of the Returnable Shares and Conversion Shares under the 1933 Act or the date on which the Returnable Shares and Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Returnable Shares and Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Returnable Shares and Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Returnable Shares and Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent "IRREVOCABLE TRANSFER AGENT Instructions”"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of the Buyer Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by the Buyer Buyer(s) to the Company upon conversion of the Note Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in accordance with the terms thereof Investor Registration Rights Agreement). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a public sale or transfer resale by the Buyer(s) of such Securities may be made without registration any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof and for the Warrant Shares in such amounts as specified from time to time by the Buyer to the Company upon exercise of the Warrant in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold and in the case of the Warrant Shares prior to registration of the Warrant Shares under the 1933 Act or the date on which the Warrant Shares may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares or the Warrant Shares under the 1933 Act or the date on which the Conversion Shares are to be issued to the Buyer upon conversion of or otherwise pursuant to the Note or the Warrant Shares are to be issued to the Buyer upon exercise of the Warrant as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement or any Warrant Shares issued to the Buyer upon exercise of or otherwise pursuant to the Warrant as and when required by the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144144 or other applicable exemption, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company covenants and agrees that it will at all times while any Securities remain outstanding maintain a duly qualified independent transfer agent. On or prior to the initial Closing Date, the Company shall provide a copy of its agreement with the transfer agent to the Buyer. If a new transfer agent is appointed at any time, the Company shall provide the Buyer with a copy of the new agreement within three (3) business days of its execution. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer Purchaser to the Company upon conversion of the Note Note, or any part thereof, in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement and the Securities (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent (to the Company) and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the BuyerPurchaser’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer the Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerPurchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing Dutchess Capital Management, LLC and its managing members ("DCM"), as its agent for purpose of having certificates issued, registered in the name of the Buyer Holder or its nomineerespective nominee(s), for the Conversion issuance of Shares in representing such amounts from the respective for conversions or warrants, as specified from time to time by the Buyer Holder to the Company upon conversion the Conversion Date (as defined in the Debenture Agreement), and for any and all Liquidated Damages, if any (as this term is defined in the Debenture Registration Rights Agreement). DCM shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration The Company shall not change its transfer agent without the express written consent of the Conversion Shares under the 1933 Act or the date on Holder, which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to withheld by the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified Holder in Section 2(g) of this Agreementits sole discretion. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)10, will be given by the Company to its transfer agent and that the Securities issuance of Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Debenture Registration Rights Agreement. Nothing in this Section 10 shall affect in any way the Buyer’s Holder's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the SecuritiesShares. If a Buyer the Holder provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a public sale or transfer resale by the Holder of such Securities may be made without registration any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the BuyerHolder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Holder by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 10, that the Buyer Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Issuance Shares and, upon conversion of the Note, the Conversion Shares and upon exercise of the Warrant, the Warrant Shares, in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). ]In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Issuance Shares, the Warrant Shares or the Conversion Shares under the 1933 Act or the date on which the Issuance Shares or Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (i) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note, the Warrant, this Agreement and the Registration Rights Agreement; and (ii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note, the Warrant, this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion SharesSecurities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer each Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion an Optional Conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of Exhibit D attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.13 will be given by the Company to its transfer agent and that the Securities Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Conversion Shares and Warrant Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides the Company with reasonable assurances that the Securities such Conversion Shares and Warrant Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.13 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.13, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its the Company’s transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and/or Warrant Shares, in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to 144, Rule 144144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the Conversion SharesSecurities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company At Closing, the Seller shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion shares of the Note in accordance with the terms thereof Seller's Common Stock (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all All such certificates shall bear the restrictive legend specified in Section 2(g2(j) of this Agreement. The Company Seller warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(i) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company Seller to its transfer agent and that the Securities Seller's Common Stock shall otherwise be freely transferable on the books and records of the Company Seller as and to the extent provided in this Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, federal and state securities laws upon re-sale resale of the SecuritiesSeller's Common Stock. If a the Buyer provides the Company, at the cost of the Company, Seller with (i) an opinion of counsel counsel, reasonably satisfactory in form, form and substance and scope customary for opinions in comparable transactions, to the effect Seller, that a public sale or transfer registration for resale by the Buyer of such Securities may be made without registration any of the Seller's Common Stock is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company Seller shall permit the transfer, andsubject to the limitations and restrictions set forth in this Agreement and the other Transaction Documents, in the case of the Conversion Shares, and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company Seller acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company Seller acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company Seller of the provisions of this SectionSection 5, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company BSTI shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof Common Stock (the “"Irrevocable Transfer Agent Instructions”"), except as provided in Sections 9, 10, 11, 12, and 15 herein. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants and BSTI warrant that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 515, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares such shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will ▇▇▇) ▇▇ll be given by the Company or BSTI to its transfer agent and that the Securities Common Stock and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company and BSTI as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 15 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the SecuritiesCommon Stock or Conversion Shares. If a the Buyer provides the CompanyCompany and BSTI with an opinion of counsel, at the cost of reasonably satisfactory in form, and substance to the Company, with (i) an opinion that registration of counsel in form, substance and scope customary for opinions in comparable transactions, to a resale by the effect that a public sale Buyer of any of the Common Stock or transfer of such Securities may be made without registration Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, BSTI shall promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges and BSTI acknowledge that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges and BSTI acknowledge that the remedy at law for a breach of its obligations under this Section 5 may 15 will be inadequate and agrees, in the event of a breach or threatened breach by the Company or BSTI of the provisions of this SectionSection 15, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit E to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Initial Commitment Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof of this Agreement (the “Irrevocable Transfer Agent Instructions”). Prior The certificate(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to registration the Company or the Transfer Agent of one or more legended certificates representing the Initial Commitment Shares and/or Additional Commitment Shares (which certificates the Investor shall promptly deliver on or prior to the first to occur of the Conversion events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Initial Commitment Shares under the 1933 Act and/or Additional Commitment Shares that is free from all restrictive and other legends or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as (B) a number of shares of Common Stock equal to the number of Securities Initial Commitment Shares and/or Additional Commitment Shares represented by the certificate(s) so delivered by the Investor as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Initial Commitment Shares, the Additional Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Initial Commitment Shares, the Additional Commitment Shares or the Purchase Shares from and that after Commencement, and the Securities Initial Commitment Shares, the Additional Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement. Nothing in provisions of this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g6(b) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale within five (5) Business Days of the Securities. If a Buyer provides Investor providing the Companydeliveries referred to above, the Company shall, at the cost Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the Company, with (i) an opinion Purchase Price or Accelerated Purchase Price paid for such shares of counsel in form, substance Common Stock (as applicable) and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case Closing Sale Price of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by Common Stock on the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose date of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions agrees that at such time as such legend is no longer required under Section 5.1, it will, no later than ten (10) days following the delivery by a Purchaser to its the Company or the Company’s transfer agent of a certificate representing Warrant Shares issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to issue certificatesbe delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Buyer each Purchaser or its nominee, nominee for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementWarrant Shares. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5ARTICLE V, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)2.6 hereof, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyereach Purchaser’s obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities in compliance with all an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If (a) a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, after six months, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by the Purchasers hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may ARTICLE V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionARTICLE V, that the Buyer a Purchaser shall be entitled, in addition to all other available remedies, remedies to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions agrees that following the effective date of the registration statement or at such time as such legend is no longer required under Section 5.1, it will, no later than ten (10) days following the delivery by a Purchaser to its the Company or the Company's transfer agent of a certificate representing Warrant Shares issued with a restrictive legend (such date, the "Legend Removal Date"), deliver or cause to issue certificatesbe delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Buyer each Purchaser or its nominee, nominee for the Conversion Warrant Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note determined in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementWarrants. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5ARTICLE V, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares, Warrant Shares prior to registration of the Conversion Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If (a) a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by Purchaser hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may ARTICLE V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionARTICLE V, that the Buyer a Purchaser shall be entitled, in addition to all other available remedies, remedies to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable ----------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer each Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion of the Note or exercise of the Warrant in accordance with the terms thereof form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.14 will be given by the Company to its transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way the Buyer’s each Purchaser's obligations and agreement agreements set forth in Section 2(g) hereof 6.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesShares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides the Company with reasonable assurances that the Securities Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.14 will cause irreparable harm to the Buyer, Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.14, that the Buyer Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Conditions - Conditions Precedent to the Obligation of the Company to Sell the --------------------------------------------------------------------- Note. The obligation hereunder of the Company to issue and sell the Note and - the Warrant to the Purchaser is subject to the satisfaction or waiver, at or before the Closing Date, of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

Transfer Agent Instructions. The Company shall issue irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of the Buyer Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by the Buyer Buyer(s) to the Company upon conversion of the Note Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in accordance with the terms thereof Investor Registration Rights Agreement). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a public sale or transfer resale by the Buyer(s) of such Securities may be made without registration any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of the Buyer or its permitted nominee, for the Conversion Shares, the Warrant Shares in such amounts as specified from time to time by and the Buyer to the Company upon conversion of the Note Dividend Shares (if any) in accordance with the terms thereof of the applicable Preferred Stock and Warrants and in such amounts as are set forth in the Certificate of Designations and Warrants, respectively, upon conversion of the Preferred Stock or exercise of the Warrants (the “Irrevocable Transfer Agent Instructions”as applicable). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all All such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementAgreement only to the extent required by applicable law and as specified in this Agreement and the Exhibits and Addenda hereto, and with consideration to Section 4(h) hereof. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, the Warrant Shares and the Dividend Shares (if any) prior to the registration of the Conversion Shares same under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities Conversion Shares, the Warrant Shares and the Dividend Shares (if any) shall otherwise be freely transferable on the books and records of the Company as and to the extent permitted by applicable law and provided in by this Agreement, the Warrants and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirementssecurities laws upon resale of the Conversion Shares, the Warrant Shares and/or the Dividend Shares (if any, upon re-sale of the Securities). If a the Buyer (x) provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in formreasonably satisfactory to Company that registration by the Buyer of the Preferred Stock, substance and scope customary for opinions in comparable transactionsthe Warrants, to the effect that a public sale or transfer of such Securities may be made without registration Warrant Shares, the Conversion Shares and/or the Dividend Shares (if any) is not required under the 1933 Act and such sale or transfer that resale is effected otherwise permitted under applicable securities laws, or (iiy) transfers Securities to an affiliate which is an accredited investor (in accordance with the Buyer provides reasonable assurances that the Securities can be sold pursuant to provisions of this Agreement) or in compliance with Rule 144, then in either instance the Company shall permit the said transfer, and, and if applicable promptly (and in the case of the Conversion Shares, promptly all events within two (2) trading days) instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for the Preferred Stock in accordance with Section 1(c) hereof, the Company shall issue irrevocable instructions to will irrevocably instruct its transfer agent to issue certificates, registered in the name Common Stock from time to time upon conversion of the Buyer or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by the Buyer Company to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldtransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the Securities. If a the Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, reasonably satisfactory to the effect Company that registration of a public sale or transfer resale by the Buyer of such any of the Securities may be made without registration in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares or the Warrant Shares, as the case may be, promptly instruct its the Company's transfer agent to issue one or more certificates, free from restrictive legend, certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. . (i) The Company acknowledges that a breach will permit the Buyer to exercise its right to convert the Preferred Stock by it telecopying or delivering an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion to the BuyerCompany and delivering, by vitiating the intent and purpose of the transactions contemplated hereby. Accordinglywithin five (5) business days thereafter, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by original Preferred Stock being converted to the Company of by express courier, with a copy to the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredtransfer agent.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agents, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at DTC, registered in the name of the each Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants, as applicable and in accordance with the their respective terms thereof (the “"Irrevocable Transfer Agent Instructions”"), a form of which is attached as Exhibit D hereto. Prior to transfer or sale pursuant to a registration statement or Rule 144 under the 1933 Act of the Conversion Shares under and the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldWarrant Shares, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), Act) will be given by the Company to its transfer agent and that the Securities ▇▇▇ ▇▇▇urities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way , the Buyer’s obligations Debentures, the Warrants and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the SecuritiesRegistration Rights Agreement. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legendor credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company In the event that the Borrower proposes to replace its transfer agent, and provided the successor transfer agent policies permit it to honor irrevocable instructions from issuers it represents, the Borrower shall issue provide, prior to the effective date of such replacement, fully executed irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”)Instructions”)in a form agreed upon by the parties signed, by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its successor transfer agent agent, if applicable, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer Purchaser to the Company upon conversion of the Note Note, or any part thereof, in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement and the Securities (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer the Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerPurchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. A. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants undertakes and agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(f) hereof (in the case registration and sale of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold Common Stock pursuant to Rule 144 without any restriction as to the number of an effective Securities as of a particular date that can then be immediately sold), Act registration statement will be given by the Company to its transfer agent for the Common Stock and that the Securities Common Stock issuable upon conversion of the Preferred Stock, including the payment of interest, and upon exercise of the Warrants otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable Law, including, without limitation, the provisions of the Securities Act and state securities laws. Nothing contained in this Section V.A. shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirementssecurities laws upon resale of such Common Stock. If, if anyat any time, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, reasonably acceptable to the effect Company in form and substance reasonably satisfactory to the Company that a public sale or transfer registration of the resale by Buyer of such Securities may be made without registration Common Stock is not required under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer, transfer of such Common Stock and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates, free from certificates for Common Stock without any restrictive legend, in such name legends endorsed thereon. B. The Company shall permit Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and in such denominations as specified completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach by it shall transmit the certificates evidencing the shares of its obligations hereunder will cause irreparable harm Common Stock issuable upon conversion of any Preferred Stock to the BuyerBuyer via express courier, by vitiating the intent and purpose of the transactions contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section, Conversion (the "Delivery Date"). C. The Company shall permit Buyer to exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with its applicable terms of the Warrants. The last date that the Buyer shall be entitled, Company may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "Warrant Delivery Date." D. The Company understands that a delay in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity issuance of showing the shares of Common Stock issuable upon the conversion of the Preferred Stock (including the payment of interest or upon exercise of the Warrants beyond the applicable Delivery Date or Warrant Delivery Date could result in economic loss to Buyer. As compensation to Buyer for such loss (and without any bond not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable upon conversion of the Preferred Stock or other security being required.exercise of the Warrants in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five (5) days from the Delivery Date or the Warrant Delivery Date, as applicable):

Transfer Agent Instructions. The Company shall issue irrevocable instructions agrees that following the effective date of the registration statement or at such time as such legend is no longer required under Section 5.1, it will, no later than ten (10) days following the delivery by a Purchaser to its the Company or the Company’s transfer agent of a certificate representing Warrant Shares issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to issue certificatesbe delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Buyer each Purchaser or its nominee, nominee for the Conversion Warrant Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note determined in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementWarrants. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5ARTICLE V, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares, Warrant Shares prior to registration of the Conversion Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyereach Purchaser’s obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If (a) a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by Purchaser hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may ARTICLE V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionARTICLE V, that the Buyer a Purchaser shall be entitled, in addition to all other available remedies, remedies to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company covenants and agrees that it will at all times while any Securities remain outstanding maintain a duly qualified independent transfer agent. On or prior to the initial Closing Date, the Company shall provide a copy of its agreement with the transfer agent to the Buyer. If a new transfer agent is appointed at any time, the Company shall provide the Buyer with a copy of the new agreement within three (3) business days of its execution. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Exchange Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the such Buyer to the Company upon conversion of the Note Preferred Stock in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g4(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 57, and stop transfer instructions to give effect to Section 2(f4(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel reasonably acceptable to the Company and its counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions the Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit B to its transfer agent to issue certificatesirrevocably appointing Law Offices of Eric S. Hutner & Associates as its agent for purpose of having ce▇▇▇▇▇▇▇▇▇▇ ▇▇sued, registered in the name of the Buyer Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by the Buyer Buyer(s) to the Company upon conversion of the Note Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in accordance with the terms thereof Registration Rights Agreement) that may be owed pursuant to the Registration Rights Agreement. Law Offices of Eric S. Hutner & Associates shall be paid a cash fee of Five Hund▇▇▇ ▇▇▇▇▇▇▇ ($500) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), Act) will be given by the Company to its transfer agent and that the Securities ▇▇▇▇ ▇▇▇ Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a public sale or transfer resale by the Buyer(s) of such Securities may be made without registration any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer each Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of Exhibit G attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.16 will be given by the Company to its transfer agent and that the Securities Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.16 shall affect in any way the Buyereach Purchaser’s obligations and agreement agreements set forth in Section 2(g) hereof 5.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesConversion Shares and the Warrant Shares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Conversion Shares or Warrant Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides the Company with reasonable assurances that the Securities Conversion Shares or Warrant Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.16 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.16, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company Within thirty (30) days of the date hereof, Parent shall issue irrevocable instructions to its the Parent’s transfer agent to issue certificates, registered in the name of the Buyer Lender or its nominee, for upon conversion of any Note, representing the Conversion Shares Shares, in such amounts as specified from time to time by the Buyer Lender to the Company upon conversion of the Note Parent in accordance with the terms thereof in form and substance satisfactory to the Lender (the “Irrevocable Transfer Agent Instructions”). In the event that the Parent proposes to replace its transfer agent, the Parent shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved ordinary shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Parent and the Parent. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the a restrictive legend specified noting that such securities have not been registered and may not be transferred except in Section 2(g) of this Agreementcompliance with the 1933 Act. The Company Parent warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 6.16 will be given by the Company Parent to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company Parent as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Lender upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend which under law may be removed (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Lender upon conversion of or otherwise pursuant to the Note and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within two (2) Business Days of each conversion of the Note. Nothing in this Section shall affect in any way the BuyerLender’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the SecuritiesConversion Shares. If a Buyer the Lender provides the Company, at the cost of the Company, Parent with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities Conversion Shares may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Lender provides reasonable assurances that the Securities Conversion Shares can be sold pursuant to Rule 144, the Company Parent shall permit the transfer, and, in the case of the Conversion Shares, and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the BuyerLender. The Company Parent acknowledges that a breach by it of its obligations hereunder will may cause irreparable harm to the BuyerLender, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company Parent acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.16 may be inadequate and agrees, in the event of a breach or threatened breach by the Company Parent of the provisions of this Section, that the Buyer Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, 144(k) all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold144(k), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold or transferred pursuant to Rule 144144 and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall cause ShellCo to issue irrevocable instructions to its transfer agent in the form attached hereto as EXHIBIT J, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at DTC, registered in the name of the each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares issued at the Closing or upon conversion of the Notes or exercise of the Warrants in such amounts as specified from time to time by the each Buyer to the Company ShellCo upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of EXHIBIT J attached hereto (the “Irrevocable Transfer Agent Instructions”"TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 55(b), and stop transfer instructions to give effect to Section 2(f2(g) hereof (including in the case of event that the Conversion Shares, prior Registration Statement ceases to registration of the Conversion Shares be effective under the 1933 Securities Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)1933, will be given by the Company ShellCo to its transfer agent agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company ShellCo, subject to compliance with applicable securities law, as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way Agreement and the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securitiesother Transaction Documents. If a Buyer provides the Companyeffects a sale, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale assignment or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144in accordance with Section 2(f), the Company shall cause ShellCo to permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, and Buyer provides evidence of compliance with Rule 144 reasonably acceptable to ShellCo, the transfer agent shall, subject to compliance with applicable securities laws, issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges on behalf of itself and ShellCo that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated herebyaffected Buyers. Accordingly, the Company acknowledges on behalf of itself and ShellCo that the remedy at law for a breach of its obligations under this Section 5 may 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company or ShellCo of the provisions of this SectionSection 5(b), that the Buyer any affected Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to its transfer agent those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue certificates, registered in the name of Commitment Shares and the Buyer or its nominee, for the Conversion Purchase Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof of this Agreement and the Registration Rights Agreement. All Purchase Shares, Initial Commitment Shares (as applicable) and Additional Commitment Shares (as applicable) to be issued from and after Commencement to or for the “Irrevocable Transfer Agent Instructions”). Prior to registration benefit of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold Investor pursuant to Rule 144 without any restriction this Agreement shall be issued only as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Securities Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the SecuritiesCompany. If the Investor effects a Buyer provides the Companysale, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale assignment or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Purchase Shares, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates, free from restrictive legend, DWAC Shares in such name and in such denominations as specified by the BuyerInvestor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6, that the Buyer Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall covenants and agrees that it will, at all times during the period the Warrant is outstanding, maintain a duly qualified independent Transfer Agent. The Company represents and covenants that, within ninety (90) days from the Initial Exercise Date, it will either (i) issue irrevocable instructions to its transfer agent current Transfer Agent (and each Transfer Agent appointed thereafter) to issue certificates, registered in the name of the Buyer Holder or its nominee, for the Conversion Warrant Shares in such amounts as specified from time to time by the Buyer Holder to the Company upon conversion exercise of the Note this Warrant in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”), or (ii) appoint a new Transfer Agent, at which time the Company (a) shall provide a copy of its agreement with the new Transfer Agent to the Holder, and (b) issue Irrevocable Transfer Agent Instructions to the new Transfer Agent. Prior Such Irrevocable Transfer Agent Instructions shall be in a form acceptable to registration the Holder and shall include a provision to irrevocably reserve the Required Reserve Amount. The Irrevocable Transfer Agent Instructions shall be signed by the Company’s Transfer Agent as of the Conversion Shares under date of the 1933 Act Initial Exercise Date or by the date on which New Transfer Agent, as applicable, and by the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementCompany. The Company warrants that that, (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 55(e), and stop transfer instructions to give effect to Section 2(f5(g) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Warrant Shares under the 1933 Securities Act or the date on which the Conversion Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent Transfer Agent and that the Securities Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Warrant and the Purchase Agreement, (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing)(electronically or in certificated form) any certificate for Warrant Shares to be issued to the Holder upon exercise of or otherwise pursuant to this Warrant as and when required by this Warrant and the Purchase Agreement, and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impair, delay, and/or hinder its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Warrant Shares issued to the Holder upon exercise of or otherwise pursuant to this Warrant as and when required by this Warrant and the Purchase Agreement. Nothing in this Section shall affect in any way the BuyerHolder’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesWarrant Shares. If a Buyer Holder provides the Company, at the cost of the CompanyHolder, with (i) an opinion of counsel in form, substance substance, and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities Warrant Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144effected, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the BuyerHolder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerHolder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(e) may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company a. Pro Tech shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of a Buyer or its respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Buyer to Pro Tech upon conversion of the Series A Preferred Shares ("Pro Tech's Irrevocable Transfer Agent Instructions"). All such certificates shall bear the restrictive legend specified in Section 4(k) of this Agreement. Pro Tech warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 8, and stop transfer instructions to give effect to Section 4(i) hereof (in the case of the Conversion Shares and Warrant Shares prior to registration of such shares under the ▇▇▇▇ ▇▇▇) will be given by Pro Tech to its transfer agent and that the Series A Preferred Shares , the Conversion Shares, the Warrants and the Warrant Shares shall otherwise be freely transferable on the books and records of Pro Tech as and to the extent provided in the Transaction Documents. Nothing in this Section 8 shall affect in any way such Buyer's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Series A Preferred Shares, Conversion Shares, the Warrant or the Warrant Shares. If such Buyer provides Pro Tech with an opinion of counsel, reasonably satisfactory in form and substance to Pro Tech, that registration for resale by such Buyer of any of the Series A Preferred Shares, Conversion Shares, the Warrant or the Warrant Shares is not required under the 1933 Act, Pro Tech shall permit the transfer, subject to the limitations and restrictions set forth in this Agreement and the other Transaction Documents, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. Pro Tech acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to such Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, Pro Tech acknowledges that the remedy at law for a breach of its obligations under this Section 8 will be inadequate and agrees, in the event of a breach or threatened breach by Pro Tech of the provisions of this Section 8, that such Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. b. NCT shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nomineerespective nominee(s), for the Conversion Exchange Shares in such amounts as specified from time to time by the Buyer to the Company NCT upon conversion exchange of the Note in accordance with the terms thereof Series A Preferred Shares for NCT Common Stock (the “"NCT's Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Exchange Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g4(l) of this Agreement. The Company NCT warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 58, and stop transfer instructions to give effect to Section 2(f4(j) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares such shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), ▇▇▇▇ ▇▇▇) will be given by the Company NCT to its transfer agent and that the Securities Exchange Shares shall otherwise be freely transferable on the books and records of the Company NCT as and to the extent provided in this Agreement and the NCT Registration Rights Agreement. Nothing in this Section 8 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, federal and state securities laws upon re-sale resale of the SecuritiesExchange Shares. If a the Buyer provides the Company, at the cost of the Company, NCT with (i) an opinion of counsel counsel, reasonably satisfactory in formform and substance to NCT, substance and scope customary that registration for opinions in comparable transactions, to resale by the effect that a public sale or transfer Buyer of such Securities may be made without registration any of the Exchange Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company NCT shall permit the transfer, and, in the case of the Conversion Shares, transfer and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company NCT acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company NCT acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company NCT of the provisions of this SectionSection 8, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company covenants and agrees that it will at all times while any Securities remain outstanding, following 60 calendar days after the date of this Agreement, maintain a duly qualified independent transfer agent. If a new transfer agent is appointed at any time, the Company shall provide the Buyer with a copy of the new agreement within three (3) business days of its execution. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

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

Transfer Agent Instructions. The Company shall issue ____________________________ irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer Investor or its nominee, for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer Investor to the Company upon conversion of the Note Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s Investor's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer Investor provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Investor provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the each Buyer or its nomineerespective nominee(s), for the Conversion Shares, the Interest Shares, if any, and the Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 55(b), and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company Company, as applicable, and to the extent provided in this Agreement. Nothing in this Section shall affect in any way Agreement and the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securitiesother Transaction Documents. If a Buyer provides the Companyeffects a sale, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale assignment or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144in accordance with Section 2(g), the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Purchased Shares, Conversion Shares, Interest Shares, Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company shall cause its counsel to issue the letter included in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the effective date of the registration statement. Following the effective date of the registration statement or at such earlier time as a legend is no longer required for certain securities, the Company will, no later than three Business Days following the receipt by the Company of notice that a Purchaser has delivered to the Company or the Company’s transfer agent a legended certificate representing such securities, deliver or cause to be delivered to such Purchaser a certificate representing such securities that is free from all restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the a Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5(b), that the a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer each Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of Exhibit G attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.17 will be given by the Company to its transfer agent and that the Securities Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.16 shall affect in any way the Buyer’s each Purchaser's obligations and agreement agreements set forth in Section 2(g) hereof 5.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesConversion Shares and the Warrant Shares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Conversion Shares or Warrant Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides the Company with reasonable assurances that the Securities Conversion Shares or Warrant Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.16 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.16, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Common Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion exercise of or otherwise pursuant to the Note Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Common Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Common Shares or Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, 6 and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Common Shares and Warrant Shares, prior to registration of the Conversion Common Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Common Shares or Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities Common Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesSecurities and to comply with the plan of distribution portion of the prospectus contained in the Registration Statement (as defined in the Registration Rights Agreement). If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, reasonably satisfactory to the Company in form, substance and scope customary for opinions in comparable transactionsscope, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected effective or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144 and that the Securities will be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Common Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit E to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Initial Purchase Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note and Commitment Shares in accordance with the terms thereof of this Agreement (the “Irrevocable Transfer Agent Instructions”). Prior The certificate(s) representing the Initial Purchase Shares and Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to registration the Company or the Transfer Agent of one or more legended certificates representing the Initial Purchase Shares and the Commitment Shares (which certificates the Investor shall promptly deliver on or prior to the first to occur of the Conversion events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Initial Purchase Shares under the 1933 Act and Commitment Shares that is free from all restrictive and other legends or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as (B) a number of shares of Common Stock equal to the number of Securities Initial Purchase Shares and Commitment Shares represented by the certificate(s) so delivered by the Investor as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Purchase Shares (including, without limitation, the Initial Purchase Shares) in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Commitment Shares or the Purchase Shares (including, without limitation, the Initial Purchase Shares) from and that after Commencement, and the Securities Commitment Shares and the Purchase Shares (including, without limitation, the Initial Purchase Shares) covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement. Nothing in provisions of this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g6(b) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale within five (5) Business Days of the Securities. If a Buyer provides Investor providing the Companydeliveries referred to above, the Company shall, at the cost Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the Company, with (i) an opinion Purchase Price or Accelerated Purchase Price paid for such shares of counsel in form, substance Common Stock (as applicable) and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case Closing Sale Price of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by Common Stock on the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose date of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the reasonable cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agents, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Company's designated registrar (the "Registrar"), registered in the name of the ▇▇▇▇▇▇▇▇▇ and each Buyer or its nomineetheir respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the ▇▇▇▇▇▇▇▇▇ or a Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants, as applicable and in accordance with the their respective terms thereof (the “"Irrevocable Transfer Agent Instructions”"). , substantially in the form attached hereto as Exhibit F. Prior to transfer or sale pursuant to a registration statement or Rule 144 under the Securities Act of the Conversion Shares under and the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldWarrant Shares, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way , the Buyer’s obligations Notes, the Warrants and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the SecuritiesRegistration Rights Agreement. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, substance and scope customary for opinions in comparable transactionsform reasonably acceptable to the Company, to the effect that a public sale sale, assignment or transfer of such the Securities may be has been made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144(k) without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, or provides such representations that the Company shall reasonably request confirming compliance with the requirements of Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legendor credit shares to one or more balance accounts at the Registrar, in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue certificates, registered in the name Common Stock from time to time upon conversion of the Buyer or its nominee, for the Conversion Shares Debentures in such amounts as specified from time to time by the Buyer Company to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldtransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Agreement prior to registration of the Conversion Shares under the 1933 Act Act, registered in the name of the Lender or the date on which the Conversion Shares may its nominee and in such denominations to be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given specified by the Company to its transfer agent and that Lender in connection with each conversion of the Securities Debentures. Except as so provided, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s Lender's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the Securities. If a Buyer the Lender provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, reasonably satisfactory to the effect Company that registration of a public sale or transfer resale by the Lender of such any of the Securities may be made without registration in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates, free from restrictive legend, certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Lender. (b) Subject to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionAgreement, the Company will permit the Lender to exercise its right to convert the Debentures in the manner contemplated by the Debentures and to exercise the Warrants in the manner contemplated by the Warrants. (i) The Company understands that a delay in the Buyer shall be entitledissuance of the Shares beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the Lender. As compensation to the Lender for such loss, in addition to all other available remediesthe Company agrees, commencing December 27, 2005, to an injunction restraining any breach and requiring immediate transfer, without pay late payments to the necessity Lender for late issuance of showing economic loss and without any bond or other security being required.Shares upon conversion in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond four (4) Trading Days after the Delivery Date):

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Convertible Securities or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Certificate of Designation and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its the Transfer Agent, and any subsequent transfer agent to issue certificatesagent, registered substantially in the name form of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof Exhibit B --------- hereto (the “Irrevocable "Transfer Agent Instructions”)") and use its best efforts, without incurring additional fees, to obtain the Transfer Agent's agreement thereto. Prior to registration of the Conversion Common Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer’s 's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such the Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions agrees that at such time as the Legend is no longer required under Section 5.1, it will, no later than three (3) Business Days following the delivery by a Purchaser to its the Company or the Company's transfer agent of a certificate representing Securities issued with a restrictive legend (such date, the "Legend Removal Date"), deliver or cause to issue certificatesbe delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Buyer each Purchaser or its nominee, nominee for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementSecurities. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5ARTICLE V, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)2.6 hereof, will be given by the Company to its transfer agent agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities in compliance with all applicable prospectus delivery requirementssecurities laws. If, if anyin connection with the transfer of Securities, upon re-sale of the Securities. If (a) a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, within six months after the date of the Closing, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such transfer), to the effect that a public sale or transfer of such the Securities to be transferred may be made without transferred pursuant to an exemption from registration under the 1933 Act and such sale or transfer is effected or (iib) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the Buyer provides reasonable assurances that meaning of Regulation D) and which delivers to the Securities can be sold Company in written form the same representations, warranties and covenants made by the Purchasers hereunder or pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may ARTICLE V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionARTICLE V, that the Buyer a Purchaser shall be entitled, in addition to all other available remedies, remedies to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss or special damages and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificatescertificates (subject to the legend and other provisions hereof and in the Certificate of Designation and the Warrants), registered in the name of the Buyer each Purchaser or its nominee, for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer such Purchaser to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration Preferred Shares or exercise of the Conversion Shares under Warrants, as applicable. To the 1933 Act or extent and during the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number periods provided in Sections 2(f) and 2(g) of Securities as of a particular date that can then be immediately soldthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, the Registration Rights Agreement and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the transfer of the Conversion Shares, Shares or Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the 1933 Securities Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)an exemption therefrom, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securities. securities law. (c) If a Buyer any Purchaser provides the Company, at Company and the cost of the Company, transfer agent with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale the Securities have been sold or transfer transferred pursuant to an exemption from registration, or any Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that such Securities may be made without registration sold under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144144(k), the Company shall permit the transfer, transfer and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredsuch Purchaser.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer each Investor or its nominee, for the Conversion any Warrant Shares in such amounts as specified from time to time by the Buyer each Investor to the Company upon conversion exercise of the Note Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Warrant Shares under the 1933 Act or the date on which the Conversion Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g3.6(a) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the BuyerInvestor’s obligations and agreement set forth in Section 2(g) 6.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer an Investor provides the Company, at the cost of the Company, Company with (i) an a customary opinion of counsel counsel, that shall be in form, substance and scope customary for opinions in comparable transactionsreasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144effected, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyersuch Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerInvestors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Issuance Shares under the 1933 Securities Act or the date on which the Conversion Issuance Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g3(f) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note and Warrant; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion or exercise of or otherwise pursuant to the Note or Warrant as and when required by the Note, Warrant and this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Issuance Shares as contemplated by the terms of this Agreement, the Note and the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Issuance Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Issuance Shares under the 1933 Securities Act or the date on which the Conversion Issuance Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g3(f) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note and Warrant; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note or Warrant as and when required by the Note or Warrant or this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Issuance Shares as contemplated by the terms of this Agreement, the Note and the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, Company (which shall be at the cost of the Company), with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Issuance Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of the Buyer ACS or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note determined in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such Preferred Stock. Such certificates shall bear the restrictive legend specified in Legend only to the extent provided by Section 2(g) of this Agreement5.1 above. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, or the suspension of trading under a prospectus as set forth in the Registration Rights Agreement, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares, Preferred Stock prior to registration of the Conversion Shares Common Stock underlying the conversion of Preferred Stock under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will shall be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyer’s ACS's obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If a Buyer (a) ACS provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) ACS transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by ACS hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion SharesPreferred Stock, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the BuyerACS. The Company acknowledges that a breach by it of its obligations hereunder will shall cause irreparable harm to the Buyer, ACS by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may Article V shall be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionArticle V, that the Buyer ACS shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. A. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants undertakes and agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, Article V and customary stop transfer instructions prior to give effect to Section 2(f) hereof (in the case registration and sale of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold Common Stock pursuant to Rule 144 without any restriction as to the number of an effective Securities as of a particular date that can then be immediately sold), will Act registration statement shall be given by the Company to its transfer agent for the Common Stock and that the Securities shares of Common Stock underlying the March Warrant, August Warrant, Debenture, Supplemental Debenture and Supplemental Warrant shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirementssecurities laws upon resale of such Common Stock. If, if anyat any time, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, reasonably satisfactory to the effect Company that a public sale or transfer registration of the resale by Buyer of such Securities may be made without registration Common Stock is not required under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer, and, in the case transfer of the Conversion Shares, such Common Stock and promptly instruct its the Company's transfer agent to issue one or more certificates, free from certificates for Common Stock without any restrictive legend, legends endorsed thereon. B. Buyer shall have the right to convert the Debenture and Supplemental Debenture by telecopying an executed and completed conversion notice ("Conversion Notice") in such name the form provided for in the Debenture and in such denominations as specified the Supplemental Debenture to the Company. Each date on which a Conversion Notice is telecopied to and received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture and Supplemental Debenture). The Company acknowledges that shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of the Debenture or Supplemental Debenture (together with a breach by it new debenture, if any, representing the principal amount of its obligations hereunder will cause irreparable harm the Debenture or Supplemental Debenture not being so converted) to the BuyerBuyer via express courier, by vitiating the intent and purpose of the transactions contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach within three (3) business days after receipt by the Company of the provisions Conversion Notice (the "Delivery Date"). Within thirty (30) days after Buyer delivers the Conversion Notice to the Company, Buyer shall deliver to the Company the Debenture or Supplemental Debenture being converted. C. Buyer shall have the right to purchase shares of this SectionCommon Stock pursuant to exercise of the March Warrant, August Warrant or Supplemental Warrant in accordance with their respective terms. The last date that the Buyer shall be entitledCompany may deliver shares of Common Stock issuable upon any exercise of any such warrant is hereinafter referred to as the "Warrant Delivery Date." D. The Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash interest on the Debenture or Supplemental Debenture, or upon the conversion of the Debenture or Supplemental Debenture, or exercise of the March Warrant, August Warrant or Supplemental Warrant beyond the applicable interest payment due date, Delivery Date or Warrant Delivery Date could result in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss to Buyer. As compensation to Buyer for such loss (and without any bond not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable in lieu of cash interest on the Debenture or other security being required.Supplemental Debenture, or upon conversion of the Debenture or Supplemental Debenture, or exercise of the March Warrant, August Warrant or Supplemental Warrant in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond three (3) days from such interest payment due date, Delivery Date or Warrant Delivery Date, as applicable):

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Returnable Shares and Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Returnable Shares and Conversion Shares under the 1933 Act or the date on which the Returnable Shares and Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Returnable Shares and Conversion Shares, prior to registration of the Returnable Shares and Conversion Shares under the 1933 Act or the date on which the Returnable Shares and Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Returnable Shares and Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Returnable Shares and Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Returnable Shares and Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer each Debtholder or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Buyer each Debtholder to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof thereof, including all applicable payment terms (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyerany Debtholder’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable federal and state securities law requirements, including prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer Debtholder provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Debtholder provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyersuch Debtholder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerDebtholder, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Debtholder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Commitment Shares, Returnable Shares, and Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Commitment Shares, Returnable Shares, and Conversion Shares under the 1933 Act or the date on which the Commitment Shares, Returnable Shares, and Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Commitment Shares, Returnable Shares, and Conversion Shares prior to registration of the Commitment Shares, Returnable Shares, and/or Conversion Shares (as applicable) under the 1933 Act or the date on which the Commitment Shares, Returnable Shares, and/or, Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold) or Section 1(a) hereof (in the case of the Returnable Shares, which shall be subject to return to the Company as provided therein), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Commitment Shares, Returnable Shares (except that the Returnable Shares shall have an appropriate legend for so long as such shares are subject to return to the Company), and Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Commitment Shares, Returnable Shares (except that the Returnable Shares shall have an appropriate legend for so long as such shares are subject to return to the Company), and/or Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Commitment Shares, Returnable Shares (except that the Returnable Shares shall have an appropriate legend for so long as such shares are subject to return to the Company), and Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer each Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of Exhibit H attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.16 will be given by the Company to its transfer agent and that the Securities Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.16 shall affect in any way the Buyereach Purchaser’s obligations and agreement agreements set forth in Section 2(g) hereof 5.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesConversion Shares and the Warrant Shares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Conversion Shares or Warrant Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides the Company with reasonable assurances that the Securities Conversion Shares or Warrant Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.16 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.16, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue certificates, registered in the name Common Stock from time to time upon conversion of the Buyer or its nominee, for the Conversion Shares Debentures in such amounts as specified from time to time by the Buyer Company to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldtransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Agreement prior to registration of the Conversion Shares under the 1933 Act Act, registered in the name of the Lender or the date on which the Conversion Shares may its nominee and in such denominations to be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given specified by the Company to its transfer agent and that Lender in connection with each conversion of the Securities Debentures. Except as so provided, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s Lender's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the Securities. If a Buyer the Lender provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, reasonably satisfactory to the effect Company that registration of a public sale or transfer resale by the Lender of such any of the Securities may be made without registration in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates, free from restrictive legend, certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Lender. (b) Subject to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionAgreement, the Company will permit the Lender to exercise its right to convert the Debentures in the manner contemplated by the Debentures and to exercise the Warrants in the manner contemplated by the Warrants. (i) The Company understands that a delay in the issuance of the Shares beyond the Delivery Date (as defined in the Debenture) could result in economic loss to the Lender. As compensation to the Lender for such loss, the Company agrees to pay late payments to the Lender for late issuance of Shares upon conversion in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond four (4) Trading Days after the Delivery Date): (9)(91) (1) Example: Notice of Conversion is delivered on Monday, June 5, 2006. The Delivery Date would be Thursday June 8 (the third Trading Day after such delivery). If the certificate is delivered by Wednesday, June 14 (4 Trading Days after the Delivery Date), no payment under this provision is due. If the certificates are delivered on June 15, that is 1 "Business Day Late" in the Buyer shall be entitledtable below; if delivered on June 20, that is 4 "Business Days Late" in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredtable.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares and Commitment Fee Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares and Commitment Fee Shares under the 1933 Act or the date on which the Conversion Shares and Commitment Fee Shares may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares and Commitment Fee Shares prior to registration of the Conversion Shares and Commitment Fee Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares and Commitment Fee Shares under the 1933 Act or the date on which the Conversion Shares are to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note or this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144144 or other applicable exemption, the Company shall permit the transfer, and, in the case of the Conversion Shares, Shares and Commitment Fee Shares promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note or exercise of the Warrant in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares and the Warrant Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note or the as and when required by the Note and this Agreement or the exercise of the Warrant; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares and the Warrant Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note or exercise of the Warrant as and when required by the Note, the Warrant and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, at the cost of the CompanyBuyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer each Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof form of EXHIBIT F attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.14 will be given by the Company to its transfer agent and that the Securities Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way the Buyer’s each Purchaser's obligations and agreement agreements set forth in Section 2(g) hereof 6.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesConversion Shares and the Warrant Shares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Conversion Shares or Warrant Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer Purchaser provides the Company with reasonable assurances that the Securities Conversion Shares or Warrant Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.14 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.14, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares Damage Shares, if any, in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”)may be required to issue pursuant to this Agreement. Prior to registration of the Conversion aforementioned shares of PMTI Common Stock and the Damage Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldan effective registration statement, all such certificates shall bear the restrictive legend specified in Section 2(g3(g) of this Agreement. Within two (2) business days after the date on which the PMTI Registration Statement is declared effective or in the case of the Damage Shares, any registration statement or amended registration statement covering the resale of such shares is declared effective, the Company shall deliver to its transfer agent instructions, accompanied by any reasonably required opinion of counsel, that permit sales of securities in a timely fashion that complies with the securities settlement procedures for regular way market transactions and any prospectus delivery requirements. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 56, and stop transfer instructions to give effect to Section 2(f3(f) hereof (hereof, in the case of the Conversion shares of PMTI Common Stock and the Damage Shares, prior to registration of the Conversion shares of PMTI Common Stock and the Damage Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities aforementioned shares of PMTI Common Stock and the Damage Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the Securitiesaforementioned shares of PMTI Common Stock or the Damage Shares. If a the Buyer provides the CompanyCompany with an opinion of counsel, at the cost of reasonably satisfactory in form, scope and substance to the Company, with (i) an opinion that registration of counsel in form, substance a resale by the Buyer of any of the shares of PMTI Common Stock and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration Damage Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company Parent shall issue irrevocable instructions to its the Parent’s transfer agent to issue certificatesshares electronically, registered in the name of the Buyer Lender or its nominee, for upon conversion of the Note and/or exercise of the Warrants, the Conversion Shares and Warrant Shares, in such amounts as specified from time to time by the Buyer Lender to the Company upon conversion of the Note Parent in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Parent proposes to replace its transfer agent, the Parent shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the amount set forth in Section 2.1.6 hereof) signed by the successor transfer agent to the Parent and the Parent. Prior to registration of the Conversion Shares and/or Warrant Shares under the 1933 Act or the date on which the Conversion Shares and/or Warrant Shares may be sold pursuant to Rule 144 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates or book entry shares shall bear the an appropriate restrictive legend specified in Section 2(g) of this Agreementlegend. The Company Parent warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.1.20 will be given by the Company Parent to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company Parent as and to the extent provided in this Agreement. Nothing , the Note and the Warrant; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Lender upon conversion of or otherwise pursuant to this Section shall affect Agreement, the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by this Agreement, the Note and/or the Warrant; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any way certificate for any Securities issued to the Buyer’s obligations Lender upon conversion of or otherwise pursuant to this Agreement, the Note and/or upon exercise of or otherwise pursuant to the Warrant as and agreement set forth in Section 2(gwhen required by this Agreement, the Note and/or the Warrant and (iv) hereof it will provide any required corporate resolutions and issuance approvals to comply with all applicable prospectus delivery requirements, if any, upon re-sale its transfer agent within six hours of each conversion of the SecuritiesNote and/or exercise of the Warrant. If a Buyer the Lender provides the CompanyParent, at the cost of the CompanyParent, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Lender provides reasonable assurances that the Securities can be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, the Company Parent shall permit the transfer, and, in the case of the Conversion SharesSecurities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the BuyerLender. The Company Parent acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerLender, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company Parent acknowledges that the remedy at law for a breach of its obligations under this Section 5 3.1.20 may be inadequate and agrees, in the event of a breach or threatened breach by the Company Parent of the provisions of this Section, that the Buyer Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The On the Closing Date, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent, in a form reasonably satisfactory to the Buyers, to issue certificates, registered a certificate in the name of the each Buyer or its nominee, for the Conversion Purchased Shares in being purchased by such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof hereunder (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants to the Buyers that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its the Transfer Agent with respect to the Purchased Shares (other than stop transfer agent orders enforcing the restrictions on transfer set forth in the restrictive legend set forth below) and that the Securities Purchased Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing The certificates issued in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale names of the SecuritiesBuyers representing the Purchased Shares shall not bear any restrictive legend except for the following: THE SECURITIES EVIDENCED HEREBY WERE ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS, PARTICULARLY INCLUDING SECTION 10-5-9(13) OF THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED. If a Buyer provides the CompanySAID SECURITIES CANNOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS MADE: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; AND (2) IN A TRANSACTION WHICH IS EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredOR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH LAWS.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-re- sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit E to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Initial Commitment Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof of this Agreement (the “Irrevocable Transfer Agent Instructions”). Prior The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request in connection with a sale or other disposition of Commitment Shares, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than two (2) Business Days following the delivery by the Investor to registration the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Initial Commitment Shares and/or Additional Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the Conversion events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Initial Commitment Shares under the 1933 Act and/or Additional Commitment Shares that is free from all restrictive and other legends or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as (B) a number of shares of Common Stock equal to the number of Securities Initial Commitment Shares and/or Additional Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Additional Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Initial Commitment Shares, the Additional Commitment Shares or the Purchase Shares from and that after Commencement, and the Securities Initial Commitment Shares, the Additional Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement. Nothing in provisions of this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g6(b) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale within five (5) Business Days of the Securities. If a Buyer provides Investor providing the Companydeliveries referred to above, the Company shall, at the cost Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the Company, with (i) an opinion Purchase Price or Accelerated Purchase Price paid for such shares of counsel in form, substance Common Stock (as applicable) and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case Closing Sale Price of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by Common Stock on the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose date of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit L (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at DTC, registered in the name of the each Buyer or its nomineenominee(s), for Warrant Shares (including any Override Warrant Shares) upon exercise of the Warrants (including any Override Warrants) or Conversion Shares upon conversion of any Preferred Override Exchange Shares (as applicable), in such amounts as specified from time to time by the each Buyer to the Company. On or before November 14, 2008, the Company upon conversion shall deliver to each Buyer a fully executed copy of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”Instructions (including execution by the Company’s transfer agent). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, 9(p) and stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in If any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such the Securities may be made without registration under the 1933 Act and or such sale or transfer is effected or (ii) the Buyer provides the Company with reasonable assurances assurance that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, transfer and, in the case of the Warrant Shares (including any Override Warrant Shares) and the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, each Buyer by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 9(p) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 9(p), that the each Buyer shall be entitled, in addition to all other available remedies, to an injunctive order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of the Buyer Purchaser or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Buyer such Purchaser to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration Debentures and exercise of the Conversion Shares under Warrants, as the 1933 Act or case may be. To the date on which extent and during the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number periods provided in Section 2(f) and 2(g) of Securities as of a particular date that can then be immediately soldthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . b. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares or Warrant Shares prior to registration of the Conversion Shares thereof under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply resell the Securities pursuant to an effective registration statement or in compliance with all an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of securities law. c. If (a) the Securities. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions (the reasonable costs of which shall be borne by Company), to the effect that a public sale the Securities to be sold or transfer of transferred may be sold or transferred pursuant to an exemption from registration, or (b) the Purchaser provides the Company with reasonable assurances that such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144144 or the Purchaser transfers Securities to an affiliate, the Company shall permit the transfer, and, in the case of the Conversion Shares, Shares and the Warrant Shares promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. Purchaser. d. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Purchaser by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the each Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note in accordance with the terms thereof Convertible Notes (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer’s 's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such the Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by such Buyer and without any restrictive legend. In the Buyerevent that the Company appoints a different transfer agent (other than the Company's transfer agent in service as of the Closing) to serve as the Company's transfer agent, the Company shall immediately, but in no event later than five (5) days from such appointment issue irrevocable instructions to such transfer agent in substantially the same form as the Irrevocable Transfer Agent Instructions issued to the Company's transfer agent in service as of the Closing. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The At each Closing the Company shall issue irrevocable instructions to its transfer agent (and shall issue to any subsequent transfer agent as required), to issue certificates, registered in the name of the Buyer each such Purchaser or its nomineerespective nominee(s), for the Conversion Debenture Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion of the Note in accordance with the terms thereof a form acceptable to such Purchasers (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold So long as required pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldSection 3.1(b), all such certificates shall bear the restrictive legend specified in Section 2(g3.1(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 53.11, and stop transfer instructions to give effect to Section 2(f) 3.1 hereof (in the case of the Conversion Debenture Shares, prior to registration of the Conversion Debenture Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), Act) will be given by the Company to its transfer agent and that the Securities Debentures and the Debenture Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way Agreement and the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the SecuritiesTransaction Documents. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in formcounsel, the form and substance and scope of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Debentures and the Debenture Shares may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Debenture Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Purchasers by vitiating violating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.11 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this SectionSection 3.11, that the Buyer Purchasers, shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and Warrant Shares (and the Shares) under the 1933 Act or the date on which the Conversion Shares and Warrant Shares (and the Shares) may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions agrees that at such time as such Legend is no longer required under Section 4.03, it will, no later than ten (10) days following the delivery by a Shareholder to its the Company or the Company’s transfer agent of a certificate representing Securities issued with a Legend (such date, the “Legend Removal Date”), deliver or cause to issue certificatesbe delivered to such Shareholder a certificate representing such Securities that is free from such Legend, registered in the name of the Buyer each Shareholder or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)ARTICLE IV, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyereach Shareholder’s obligations and agreement set forth herein to resell the Securities in Section 2(g) hereof to comply compliance with all an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If (a) a Buyer Shareholder provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, after six months, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) a Shareholder transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by the Shareholders hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the Buyersuch Shareholder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Shareholder by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may ARTICLE IV will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionARTICLE IV, that the Buyer a Shareholder shall be entitled, in addition to all other available remedies, remedies to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit D to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Commitment Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof of this Agreement (the “Irrevocable Transfer Agent Instructions”). Prior The certificate(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to registration the Company or the Transfer Agent of one or more legended certificates representing the Commitment Shares (which certificates the Investor shall promptly deliver on or prior to the first to occur of the Conversion events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Commitment Shares under the 1933 Act that is free from all restrictive and other legends or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as (B) a number of shares of Common Stock equal to the number of Securities Commitment Shares represented by the certificate(s) so delivered by the Investor as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Commitment Shares or the Purchase Shares from and that after Commencement, and the Securities Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement. Nothing in provisions of this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g6(b) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale within five (5) Business Days of the Securities. If a Buyer provides Investor providing the Companydeliveries referred to above, the Company shall, at the cost Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the Company, with (i) an opinion Purchase Price or Accelerated Purchase Price paid for such shares of counsel in form, substance Common Stock (as applicable) and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case Closing Sale Price of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by Common Stock on the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose date of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer Purchasers or its nomineetheir respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer Purchasers to the Company upon conversion of the Note Notes or exercise of the Warrants, in accordance with the terms thereof form of EXHIBIT D attached hereto (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) SECTION 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), SECTION 3.12 will be given by the Company to its transfer agent other than as contemplated by the Irrevocable Transfer Agent Instructions and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section SECTION 3.12 shall affect in any way the Buyer’s Purchasers' obligations and agreement agreements set forth in Section 2(g) hereof SECTION 5.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale the resale of the SecuritiesConversion Shares and the Warrant Shares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in form, substance and scope customary for opinions in comparable transactionsgenerally acceptable to the Company, to the effect that a public sale sale, assignment or transfer of such the Securities may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides Purchasers provide the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the BuyerPurchasers and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this SECTION 3.12 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may SECTION 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSECTION 3.12, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each of the Buyer Purchasers or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by the Buyer each Purchaser to the Company upon conversion issuance of the Note Shares or exercise of the Warrants in accordance with the terms thereof form of Exhibit C attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), 3.7 will be given by the Company to its transfer agent with respect tot he Shares and the Warrant Shares and that the Securities Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.7 shall affect in any way the Buyer’s Purchaser's obligations and agreement agreements set forth in Section 2(g) hereof 5.1 to comply with all applicable prospectus delivery requirements, if any, upon re-sale resale of the SecuritiesShares or the Warrant Shares. If a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel (such counsel to be reasonably acceptable to the Company), in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities the Shares or Warrant Shares may be made without registration under the 1933 Securities Act and or such sale or transfer is effected or (ii) Purchasers provides the Buyer provides Company with reasonable assurances that the Securities Shares or the Warrant Shares can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one (1) or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyersuch Purchasers and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.7 will cause irreparable harm to the Buyer, Purchasers by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may 3.7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.7, that the Buyer Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Issuance Shares under the 1933 Securities Act or the date on which the Conversion Issuance Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g3(f) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note and Warrant; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion or exercise of or otherwise pursuant to the Note or Warrant as and when required by the Note, Warrant and this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Issuance Shares as contemplated by the terms of this Agreement, the Note and the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a the Buyer provides the Company, Company (which shall be at the cost of the Company), with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Issuance Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion exercise of the Note Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Warrant Shares under the 1933 Act or the date on which the Conversion Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Warrant Shares, prior to registration of the Conversion Warrant Shares under the 1933 Act or the date on which the Conversion Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit D (the "Irrevocable Transfer Agent --------- Instructions"), and any subsequent transfer agent, to issue certificates, registered in the name of the Buyer Investor or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Buyer Investor to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”)Preferred Shares. Prior to registration of the Common Shares and the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g2(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f2(b) hereof (in the case of the Common Shares and the Conversion Shares, prior to registration of the Common Shares and the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way If the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer Investor provides the Company, at the cost of the Company, Company with (i) an opinion of counsel counsel, in a generally acceptable form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer Investor provides the Company with reasonable assurances (including, if requested by the Company, delivering such reasonable assurances to the Company's counsel in connection with such counsel rendering an opinion on the validity of a sale by such Investor pursuant to Rule 144) that the Securities can be sold pursuant to Rule 144144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Common Shares and the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the BuyerInvestor and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Investor by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of the Buyer each Purchaser or its nominee, for the Conversion Common Shares and for the Warrant Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note determined in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such Warrants. Such certificates shall bear the restrictive legend specified in Legend only to the extent provided by Section 2(g) of this 5.1 above and the Lock-Up Agreement. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares, Common Shares and Warrant Shares prior to registration of the Conversion Common Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If (a) a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by Purchaser hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Common Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionArticle V, that the Buyer a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer agent to issue certificates, registered in the name of the Buyer Purchaser or its nominee, for the Conversion Shares Securities in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note determined in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such Securities. Such certificates shall bear the restrictive legend specified in Legend only to the extent provided by Section 2(g) of this Agreement5.1 above. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares, Securities prior to registration of the Conversion Shares Securities under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyer’s Purchaser's obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale of the Securitiessecurities laws. If (a) a Buyer Purchaser provides the Company, at the cost of the Company, Company with (i) an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration or (b) a Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the 1933 Act Securities Act) and such sale which delivers to the Company in written form the same representations, warranties and covenants made by Purchaser hereunder or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion SharesSecurities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, a Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionArticle V, that the Buyer Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes or exercise of the Warrants in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactionsacceptable to the Company's counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the each Buyer to the Company upon conversion of the Note Notes in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyerBuyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note Debentures or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to instruct its transfer --------------------------- agent to issue certificates, registered in the name of the Buyer Purchaser or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by the Buyer Purchaser to the Company upon upon, and in accordance with, the conversion of such portions of the Note in accordance with that may be convertible into the terms thereof Conversion Shares, Prepayment Warrants and Default Warrant (the “Irrevocable Transfer Agent Instructions”such Warrants being exercisable into Prepayment Warrant Shares, and Default Warrant Shares, respectively). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such Such certificates shall bear a legend only in the restrictive legend specified in form of the Legend and only to the extent permitted by Section 2(g) of this Agreement5.1 above. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, and no stop transfer instructions other than stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares, Shares and Warrant Shares prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold)Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementCompany. Nothing in this Section shall affect in any way the Buyer’s Purchaser's obligations and agreement set forth in Section 2(g) 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon re-sale securities laws. Without limiting any other rights of the Securities. If a Buyer provides the Company, at the cost Purchaser or obligations of the Company, if (a) the Purchaser provides the Company with (i) an opinion of counsel reasonably acceptable to the Company, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions (the reasonable cost of which shall be borne by the Company, so long as the Securities represented by such Legended certificate(s) are not registered on an effective Registration Statement which is available for immediate use and all the Securities may be publicly sold or transferred in reliance thereon), to the effect that a public sale the Securities to be sold or transfer of such Securities transferred may be made without sold or transferred pursuant to an exemption from registration under the 1933 Act and such sale or transfer is effected or (iib) the Buyer provides reasonable assurances that the Purchaser transfers Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations denomination as specified by the BuyerPurchaser in order to effect such a transfer or sale. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Purchaser by vitiating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionArticle V, that the Buyer Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(1) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions.  Immediately upon the execution of this Agreement, the Company shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit D attached hereto with respect to the issuance of the First Purchase Shares. On the date the Registration Statement is declared effective by the SEC, the Company shall cause any restrictive legend on the Purchase Shares, if any, to be removed upon surrender of the originally issued certificate(s) for such shares. All of the Second Purchase Shares, if any, to be issued under this Agreement shall be issued without any restrictive legend. The Company shall issue irrevocable instructions to its the Transfer Agent, and any subsequent transfer agent agent, to issue certificates, registered Common Stock in the name of the Buyer or its nominee, for the Conversion Purchase Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof and Warrant Shares (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that to the Buyer that, so long as any sales by the Buyer would be in compliance with its obligations in Section 4(g), no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares and that Warrant Shares, and the Securities Purchase Shares, Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section Notwithstanding anything herein to the contrary, the Purchase Shares and the Warrant Shares shall affect in not be required to contain any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, legend if any, upon re-such shares are eligible for sale under Rule 144 of the SecuritiesSecurities Act, or if such legend is not required under other applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the United Stated Securities & Exchange Commission). If The Company shall cause its counsel to issue a Buyer provides legal opinion to the Company, at ’s transfer agent or the cost Purchaser if required by the Company’s transfer agent to effect the removal of the Companylegend hereunder, with or if requested by the Purchaser, respectively, provided that such legend is not required pursuant to the foregoing provisions of this paragraph. The Company agrees that at such time as such legend is no longer required under this section (including, without limitation, following the effective date of the Registration Statement), it will, no later than the earlier of (i) an opinion of counsel in form, substance two (2) Business Days and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that number of Business Days comprising the Securities can be sold pursuant Standard Settlement Period (as defined below) following the delivery by the Purchaser to Rule 144the Company or the Company’s transfer agent of a certificate representing Purchase Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such date, the Company shall permit “Legend Removal Date”), deliver or cause to be delivered to the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, Purchaser such shares that are free from all restrictive legend, and other legends in such name and in such denominations manner as specified directed by the BuyerPurchaser. The Company acknowledges that a breach by it of may not make any notation on its obligations hereunder will cause irreparable harm records or give instructions to the Buyer, by vitiating Company’s transfer agent that enlarge the intent restrictions on transfer set forth in this section. The Company shall pay all reasonable fees and purpose expenses (including the reasonable fees and expenses of legal counsel) relating to the removal of the transactions contemplated herebyrestrictive legends. AccordinglyAs used herein, “Standard Settlement Period” means the Company acknowledges that standard settlement period, expressed in a number of Business Days, on the remedy at law for a breach Company’s primary trading market with respect to the Common Stock as in effect on the date of its obligations under this Section 5 may be inadequate and agrees, in the event delivery of a breach certificate representing Purchase Shares or threatened breach by Warrant Shares, as the Company of the provisions of this Sectioncase may be, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.issued with a restrictive legend. 

Transfer Agent Instructions. The Company shall issue irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as their agent for purpose of having certificates issued, registered in the name of the Buyer Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by the Buyer Buyer(s) to the Company upon conversion of the Note in accordance with the terms thereof Convertible Debentures (the “"Irrevocable Transfer Agent Instructions”"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not be withheld by the Buyer(s), as long as the Company provides the Buyer(s) with Irrevocable Transfer Agent Instructions for the new Transfer Agent.. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately soldAct, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon re-sale resale of the SecuritiesConversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory in form, and substance to the Company, at that registration of a resale by the cost Buyer(s) of any of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates, free from restrictive legend, certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a material breach by it of its obligations hereunder will cause irreparable harm to the Buyer, Buyer by vitiating violating the intent and purpose of the transactions transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyer Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit E to issue certificates, registered in the name of Initial Purchase Shares and the Buyer or its nominee, for the Conversion Commitment Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof of this Agreement (the “Irrevocable Transfer Agent Instructions”). Prior The certificate(s) representing the Initial Purchase Shares and the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to registration the Company or the Transfer Agent of one or more legended certificates representing the Initial Purchase Shares and/or Commitment Shares (which certificates the Investor shall promptly deliver on or prior to the first to occur of the Conversion events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Initial Purchase Shares under the 1933 Act and/or Commitment Shares that is free from all restrictive and other legends or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as (B) a number of shares of Common Stock equal to the number of Securities Initial Purchase Shares and/or Commitment Shares represented by the certificate(s) so delivered by the Investor as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Initial Purchase Shares, the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. So long as the Registration Statement remains effective, all Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective and so long as the Registration Statement remains effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Initial Purchase Shares, the Commitment Shares or the Purchase Shares from and that after Commencement, and the Securities Initial Purchase Shares, the Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement. Nothing in provisions of this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g6(b) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale within five (5) Business Days of the Securities. If a Buyer provides Investor providing the Companydeliveries referred to above, the Company shall, at the cost Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the Company, with (i) an opinion purchase price paid for such shares of counsel in form, substance Common Stock (as applicable) and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case Closing Sale Price of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by Common Stock on the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose date of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor’s written instruction.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit D to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Initial Commitment Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof of this Agreement (the “Irrevocable Transfer Agent Instructions”). Prior The certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than two (2) Business Days following the delivery by the Investor to registration the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing Initial Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the Conversion events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Initial Commitment Shares under the 1933 Act that is free from all restrictive and other legends or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as (B) a number of shares of Common Stock equal to the number of Securities Initial Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementDWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares and Additional Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Securities Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company as and agrees that if the Company fails to fully comply with the extent provided in this Agreement. Nothing in provisions of this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g6(b) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale within five (5) Business Days of the Securities. If a Buyer provides Investor providing the Companydeliveries referred to above, the Company shall, at the cost Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the Company, with (i) an opinion purchase price paid for such shares of counsel in form, substance Common Stock (as applicable) and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case Closing Sale Price of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by Common Stock on the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose date of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredInvestor’s written instruction.