Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Actas 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(g2(f) hereof (in the case of the Conversion Shares Shares, prior to registration of such shares 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 Act) as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights 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 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 securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company Company, at the cost of the Buyer, with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer(s) of 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 Actcan be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates 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 Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇David Gonzalez, Esq. as th▇ ▇▇▇▇▇▇▇'▇ ▇, Esq. as the Company’s agent ▇ent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash h 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities ActAct or the date on which the Conversion Shares or 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 Agreementthe Note or Warrants as applicable. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights 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 Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note or the Warrant, respectively, as and when required by the Note, the 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 Conversion Shares or any Warrant Shares as contemplated by the terms of this Agreement, the Note and the Warrant, as applicable. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) public sale or transfer of any of the Conversion Shares is not required Securities may be made without registration under the Securities ActAct 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 within two (2) business days permit the transfer, and, in the case of the Conversion Shares, the Commitment Shares, and the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the Note) shares. 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 transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as the Company's agent for purpose of having ce▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇▇asion 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities ActAct or the date on which the Conversion Shares or 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 Agreementthe Note or Warrants as applicable. 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(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights 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 Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note or the Warrant, respectively, as and when required by the Note, the 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 Conversion Shares or any Warrant Shares as contemplated by the terms of this Agreement, the Note and the Warrant, as applicable. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) public sale or transfer of any Securities may be made without registration under the 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 Shares is not required under and the Securities ActWarrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent Transfer Agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the Note) shares. 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 transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇Butler Gonzalez LLP as its agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Esq. as the Company’s agent for purpose of ▇ having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty ifty 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Com▇▇▇▇ ▇▇ its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇David Gonzalez, Esq. as t▇▇ ▇▇▇▇▇▇▇'▇ ▇, Esq. as the Company’s agent gent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, Esq. sh▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq. P.A. shall be paid a cash fee of Fifty One Hundred Dollars ($50100) 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company’s counsel, to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 unless the express written consent subsequent transfer agent agrees to be bound by the terms of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Butler Gonzalez LLP as its agent for purpose of having certificates ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered red in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ion 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s)nominee, for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by (the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”) on the Effective Date. The In the event that the Company proposes to replace its transfer agent, the Company shall not change its 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 Agreement signed by the successor 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementCompany. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Shares to be issued to the Buyer as and when required by the Investor Registration Rights Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend on any certificate for any Shares issued to the Buyer as and when required by the Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any re-sale of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerSecurities. 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 transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇Butler Gonzalez LLP as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇, Esq. as the Company’s agent for purpose of having aving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty ifty 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Com▇▇▇▇ ▇▇ its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 unreasonably withheld by the Buyer(s) in its sole discretion. ), provided that the successor transfer agent has executed the irrevocable transfer agent instructions Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇David Gonzalez, Esq. as th▇ ▇▇▇▇▇▇▇'▇ ▇, Esq. as the Company’s agent ▇ent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, Esq. sha▇▇▇▇ ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash ash 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Butler Gonzalez LLP as its agent for purpose of having certificates ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered red in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ion 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 consent shall not be withheld by the Buyer(s) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq. P.A. 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ David Gonzalez, Esq. as the Company's agent for purpose of having c▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued▇▇▇ ▇▇sued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit H to its transfer agent irrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇ LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"Irrevocable Transfer Agent Instructions"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇ 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)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g3(g) of this Agreement. The Company 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(g3(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 58, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇ LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The As long as the Buyer owns at least $100,000 principal amount of the Convertible Debentures the Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not to be withheld by the Buyer(s) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as the Company's agent for purpose of having ce▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇David Gonzalez, Esq. as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇, Esq. as the Company’s agent for purpose of ▇ having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its Comp▇▇▇ ▇▇ ▇ts transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇agent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Exchange Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion exchange of amounts outstanding under the Note or exercise of the Convertible Debentures, for interest owed pursuant to Warrant (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Exchange Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) SECTION 2.7 of this Agreement. Upon such registration of the Common Shares and the Warrant Shares under the 1933 Act, the Company shall promptly notify the transfer agent that any Common Shares and Warrant Shares issued pursuant to the Note or the Warrant and resold pursuant to the Registration Statement after the effective date of such Registration Statement shall be issued without such restrictive legend. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section Article 5, and stop transfer instructions to give effect to Section 2(g) SECTION 2.6 hereof (in the case of the Conversion Exchange Shares and the Warrant Shares, prior to registration of such shares the Exchange Shares and the Warrant Shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section Article 5 shall affect in any way the Buyer’s 's obligations and agreement agreements set forth in SECTION 2.7 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in a generally acceptable form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any public sale, assignment or transfer of the Conversion Shares is not required Securities may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Exchange 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 the BuyerBuyer and without any restrictive legend. 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section Article 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section Article 5, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as the Company's agent for purpose of having ce▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchasers to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Notes or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares or Warrant Shares prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Purchasers' obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares. law. (c) If the Buyer(s) provides Purchasers provide the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company's counsel, to the effect that registration of a resale by the Buyer(s) of any Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or the Purchasers provide the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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 requiredPurchasers.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and as long as the registration statement relating to the Conversion Shares is effective, that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ David Gonzalez, Esq. as the Company's agent for purpose of having c▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued▇▇▇ ▇▇sued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇casion they act pursuant to the Irrevocable Transfer Agent Instructions. The As long as the Buyer owns at least $100,000 principal amount of the Convertible Debentures issued under this Agreement the Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not to be unreasonably withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as ▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s '▇ agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash h fee of Fifty Dollars ($50) for every occasion they act he acts pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole and reasonable discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent in respect thereof and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement, in each instance subject to applicable securities laws. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Butler Gonzalez LLP as its agent for purpose of having certificates ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered red in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇▇▇sion 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) A. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, Article V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Conversion Shares prior Common Stock pursuant to an effective Securities Act registration of such shares under the Securities Act) will statement shall be given by the Company to its transfer agent for the Conversion Shares and the Warrant Shares and that Conversion Shares and the Conversion Warrant 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 the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharessuch Common Stock. If the Buyer(s) If, at any time, Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a the resale by the Buyer(s) Buyer of any of the Conversion Shares such Common Stock is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Common Stock and promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon. B. Buyer shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in such name the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and in such denominations as specified received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company acknowledges that a breach by it shall transmit the certificates evidencing the shares of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose Common Stock issuable upon conversion of the transaction contemplated hereby. AccordinglyDebenture (together with a new debenture, if any, representing the Company acknowledges that principal amount of the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agreesDebenture not being so converted) to Buyer via express courier, in the event of a breach by electronic transfer or threatened breach otherwise, within three (3) business days after receipt by the Company of the provisions of this Section 5Conversion Notice (the "Delivery Date"). Within thirty (30) days after Buyer delivers the Conversion Notice to the Company, that Buyer shall deliver to the Buyer(s) Company the Debenture being converted. The Securities shall be entitled, in addition delivered by the Company to all other available remedies, the Buyer pursuant to an injunction restraining any breach and requiring immediate issuance and transfer, without Section I.B. hereof on a "delivery-against-payment basis" at the necessity of showing economic loss and without any bond or other security being requiredClosing.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as its agen▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Esq. as the Company’s agent for purpose of f having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company ▇▇▇▇▇▇▇ to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇ ▇▇▇▇▇▇ LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures Debenture as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible DebenturesDebenture, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as the Company's agent for purpose of hav▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates ▇▇▇s issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50▇▇) for every ▇▇▇ ▇▇▇ry 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Anslow & Jaclin LLP as its ▇▇▇▇▇ fo▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose ose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇Anslow & Jaclin, LLP shall ▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid id 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company ▇▇▇ ▇▇▇pany to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇Butler Gonzalez LLP as its agent fo▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇, Esq. as the Company’s agent for purpose of having ving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇Butler Gonzalez LLP shall be paid a ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty fty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its Comp▇▇▇ ▇▇ ▇ts transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (ai) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing or the e4L Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Preferred Shares or exercise of the Buyer(s), which may be withheld by e4L Warrants. To the Buyer(sextent and during the periods provided in Section 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (ii) 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(g2(f) hereof (in the case of the transfer of the Conversion Shares or e4L Warrant Shares prior to registration of such shares the Conversion Shares and e4L Warrant Shares under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares and e4L 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 Investor Registration Rights Agreement. Nothing in this Section 5 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 Preferred Shares, e4L Warrants, the Conversion Shares or the e4L Warrant Shares pursuant to an effective registration statement or in compliance with all an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares. law. (iii) If the Buyer(s) a Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration the Preferred Shares, e4L Warrants, the Conversion Shares or e4L Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or a Purchaser provides the Company with reasonable assurances (including an opinion of a resale counsel if requested by the Buyer(sCompany) of any that such Preferred Shares, e4L Warrants, Conversion Shares and e4L Warrant Shares may be sold under Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares is not required under the Securities Actand e4L Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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 requiredPurchaser.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyer(s) or its/their assigns 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 their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer(s). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer(s) by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an {00079355.10 / 0860-108} 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 the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇David Gonzalez, Esq. as th▇ ▇▇▇▇▇▇▇'▇ ▇, Esq. as the Company’s agent ▇ent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash h 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) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent agent, and any subsequent transfer agent, irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having instructing its transfer agent to issue certificates issuedor credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing such amounts and the Warrant Shares issued upon conversion of the Convertible Debentures or exercise of the Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Debentures or exercise 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementWarrants. 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(g) hereof (in the case of the Conversion Shares or Warrant Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent agent, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares or 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. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) A. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, Article V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Conversion Shares prior Common Stock pursuant to an effective Securities Act registration of such shares under the Securities Act) will statement shall be given by the Company to its transfer agent for the Common Stock and that the Conversion Shares, the Dividend 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, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharessuch Common Stock. If the Buyer(s) If, at any time, Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a the resale by the Buyer(s) Buyer of any of the Conversion Shares such Common Stock is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Common Stock and promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon. B. Buyer shall have the right to convert the Preferred Shares by telecopying an executed and completed Notice of Conversion (as defined in such name the Certificate of Designation) to the Company. Each date on which a Notice of Conversion is telecopied to and in such denominations as specified received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date (as defined in the Certificate of Designation). The Company acknowledges that a breach shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of any Preferred Shares (together with certificates evidencing any Preferred Shares not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "DELIVERY DATE"). Within 30 days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company a certificate or certificates evidencing the Preferred Shares being converted. C. Buyer shall have the 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(s) Company may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "WARRANT DELIVERY DATE." D. The Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash dividends on the Preferred Shares or upon the conversion of the Preferred Shares or exercise of the Warrants beyond the applicable Dividend Payment Due Date (as defined in the Certificate of Designation), Delivery Date or Warrant Delivery Date could result in economic loss to Buyer. As compensation to Buyer for such loss (and not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable in lieu of cash dividends on the Preferred Shares or upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the following schedule (where "NO. BUSINESS DAYS" is defined as the number of business days beyond five days from the Dividend Payment Due Date, the Delivery Date or the Warrant Delivery Date, as applicable): COMPENSATION FOR EACH 10 SHARES OF PREFERRED SHARES NOT CONVERTED TIMELY OR 500 SHARES OF COMMON STOCK ISSUABLE IN PAYMENT OF DIVIDENDS OR UPON EXERCISE OF NO. BUSINESS DAYS WARRANTS NOT ISSUED TIMELY ----------------------- -------------------------------- 1 $ 25 2 50 3 75 4 100 5 125 6 150 7 175 8 200 9 225 10 250 more than 10 $250 + $100 for each Business Day Late beyond 10 days The Company shall pay to Buyer the compensation described above by the transfer of immediately available funds upon Buyer's demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to Buyer. In addition to any other remedies which may be available to Buyer, in the event the Company fails for any reason to deliver such shares of Common Stock within five business days after the relevant Dividend Payment Due Date, Delivery Date or Warrant Delivery Date, as applicable, Buyer shall be entitled, in addition entitled to all other available remedies, rescind the relevant Notice of Conversion or exercise of Warrants by delivering a notice to an injunction restraining any breach such effect to the Company whereupon the Company and requiring immediate issuance and transfer, without the necessity Buyer shall each be restored to their respective original positions immediately prior to delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion on delivery.

Transfer Agent Instructions. (a) a. The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Preferred Shares or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . b. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares or the Warrant Shares, as applicable, prior to registration of such shares thereof under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement, the Certificate of Designation, the Warrants and the Investor Registration Rights Agreement. Nothing in this Section 5 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 securities laws upon resale of law. c. If (i) (A) the Conversion Shares and the Warrant Shares. If , as applicable, have been registered under the Buyer(sSecurities Act as contemplated by the Registration Rights Agreement, or (B) a Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or (C) a resale by Purchaser provides the Buyer(sCompany with reasonable assurances that such Securities may be sold under Rule 144, and (ii) of any of (A) such Purchaser has delivered to the Company certificates representing the Conversion Shares is not required under and/or Warrant Shares, as applicable, along with a written request for the Securities Actremoval of any restrictive legend set forth thereon or (B) in the case of the conversion by such Purchaser of the Preferred Shares or the exercise by the Purchaser of the Warrants, such Purchaser has complied with the procedures for conversion set forth in Article IV of the Certificate of Designation and the procedures for exercise set forth in the Warrants, the Company shall within two (2) business days permit the transfer and promptly instruct its transfer agent to issue one or more certificates the Conversion Shares and/or Warrant Shares, as applicable, in such name and in such denominations as specified by such Purchaser. If the Buyer. The Company's transfer agent is participating in the Depository Trust 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 transaction contemplated hereby. Accordingly("DTC") Fast Automated Securities Transfer program, the Company acknowledges that shall cause its transfer agent to electronically transmit the remedy at law for Conversion Shares and/or Warrant Shares, as applicable, to such Purchaser or its transferee by crediting the account of such Purchaser or its transferee with DTC through its Deposit Withdrawal Agent Commission system ("DTC TRANSFER"). If the aforementioned conditions to a breach DTC Transfer are not satisfied, the Company shall deliver to such Purchaser or its transferee physical certificates representing the Conversion Shares and/or Warrant Shares, as applicable, which certificates shall not bear any legend restricting transfer of the Conversion Shares and/or Warrant Shares represented thereby. Further, a Purchaser may instruct the Company to deliver to such Purchaser or its obligations under this Section 5 will be inadequate and agreestransferee unlegended physical certificates representing the Conversion Shares and/or Warrant Shares, as applicable, in the event lieu of a breach or threatened breach delivering such shares by way of DTC Transfer. d. If the Company of fails (a "LEGEND REMOVAL FAILURE") to deliver such unlegended Conversion Shares and/or Warrant Shares to a Purchaser or its transferee in accordance with Section 5(c) within five (5) business days after the provisions of this Section 5conditions to such delivery have been satisfied (the "LEGEND REMOVAL PERIOD"), that then the Buyer(s) Company shall be entitled, in addition pay to all other available remedies, to such Purchaser 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.amount equal to:

Transfer Agent Instructions. (a) a. The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Common Shares, the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser or such Purchaser's agent to the Company (including upon conversion of the Convertible DebenturesPreferred Shares or exercise of the Warrants, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreementapplicable). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid a cash fee To the extent and during the periods provided in Sections 2(f) and 2(g) 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 Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . b. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Common Shares, the Conversion Shares or the Warrant Shares, as applicable, prior to registration of such shares thereof under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement, the Certificate of Designation, the Warrants and the Investor Registration Rights Agreement. Nothing in this Section 5 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 securities laws upon resale of law. c. If (i) (A) the Common Shares, the Conversion Shares and the Warrant Shares. If , as applicable, have been registered under the Buyer(sSecurities Act as contemplated by the Registration Rights Agreement, or (B) a Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or (C) a resale by Purchaser provides the Buyer(sCompany with reasonable assurances that such Securities may be sold under Rule 144, and (ii) of any of (A) such Purchaser or such Purchaser's agent has delivered to the Company certificates representing the Common Shares, the Conversion Shares is not required under and/or Warrant Shares, as applicable, along with a written request for the Securities Actremoval of any restrictive legend set forth thereon or (B) in the case of the conversion by such Purchaser of the Preferred Shares or the exercise by such Purchaser of the Warrants, the Purchaser has complied with the procedures for conversion set forth in Article IV of the Certificate of Designation and the procedures for exercise set forth in the Warrants, the Company shall within two (2) business days permit the transfer and promptly instruct its transfer agent to issue one or more certificates the Common Shares, the Conversion Shares and/or the Warrant Shares, as applicable, in such name and in such denominations as specified by such Purchaser. If the Buyer. The Company's transfer agent is participating in the Depository Trust 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 transaction contemplated hereby. Accordingly("DTC") Fast Automated Securities Transfer program, the Company acknowledges that shall cause its transfer agent to electronically transmit the remedy at law for Common Shares, the Conversion Shares and/or the Warrant Shares, as applicable, to such Purchaser or its transferee by crediting the account of such Purchaser or its transferee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a breach DTC Transfer are not satisfied, the Company shall deliver to the Purchaser or its transferee physical certificates representing the Common Shares, the Conversion Shares and/or the Warrant Shares, as applicable, which certificates shall not bear any legend restricting transfer of the Common Shares, the Conversion Shares and/or the Warrant Shares represented thereby. Further, a Purchaser may instruct the Company to deliver to the Purchaser or its obligations under this Section 5 will be inadequate and agreestransferee unlegended physical certificates representing the Common Shares, the Conversion Shares and/or the Warrant Shares, as applicable, in lieu of delivering such shares by way of DTC Transfer. d. The Company shall deliver such unlegended Common Shares, Conversion Shares and/or Warrant Shares, as applicable, to the event Purchaser no later than the second day following the receipt of a breach such shares and the request for legend removal from the Purchaser or threatened breach by such Purchaser's agent. If the Company of fails (a "Legend Removal Failure") to deliver such unlegended Common Shares, Conversion Shares and/or Warrant Shares to a Purchaser or its transferee in accordance with Section 5(c) within four (4) business days after the provisions of this Section 5conditions to such delivery have been satisfied (the "Legend Removal Period"), that then the Buyer(s) Company shall be entitled, in addition pay to all other available remedies, to such Purchaser 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.amount equal to:

Transfer Agent Instructions. (a) a. The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Preferred Shares or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . b. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares and the Warrant Shares, as applicable, prior to registration of such shares thereof under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement, the Certificate of Designation, the Warrants and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale of law. c. If (i) (A) the Conversion Shares and the Warrant Shares. If , as applicable, have been registered under the Buyer(sSecurities Act as contemplated by the Registration Rights Agreement, or (B) the Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(sSecurities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or (C) of any of the Purchaser provides the Company with reasonable assurances that such Securities may be sold under Rule 144, and (ii) (A) the Purchaser has delivered to the Company certificates representing the Conversion Shares is not required under and/or Warrant Shares, as applicable, along with a written request for the Securities Actremoval of any restrictive legend set forth thereon or (B) in the case of the conversion by the Purchaser of the Preferred Shares or the exercise by the Purchaser of the Warrants, the Purchaser has complied with the procedures for conversion set forth in Article IV of the Certificate of Designation and the procedures for exercise set forth in the Warrants, the Company shall within two (2) business days permit the transfer and promptly instruct its transfer agent to issue one or more certificates the Conversion Shares and/or Warrant Shares, as applicable, in such name and in such denominations as specified by the BuyerPurchaser. The If the Company's transfer agent is participating in the Depository Trust 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 transaction contemplated hereby. Accordingly("DTC") Fast Automated Securities Transfer program, the Company acknowledges that shall cause its transfer agent to electronically transmit the remedy at law for Conversion Shares and/or Warrant Shares, as applicable, to the Purchaser or its transferee by crediting the account of the Purchaser or its transferee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a breach DTC Transfer are not satisfied, the Company shall deliver to the Purchaser or its transferee physical certificates representing the Conversion Shares and/or Warrant Shares, as applicable, which certificates shall not bear any legend restricting transfer of the Conversion Shares and/or Warrant Shares represented thereby. Further, a Purchaser may instruct the Company to deliver to the Purchaser or its obligations under this Section 5 will be inadequate and agreestransferee unlegended physical certificates representing the Conversion Shares and/or Warrant Shares, as applicable, in the event lieu of a breach or threatened breach delivering such shares by way of DTC Transfer. d. If the Company of fails (a "Legend Removal Failure") to deliver such unlegended Conversion Shares and/or Warrant Shares to the provisions of this Purchaser or its transferee in accordance with Section 5(c) within five (5) business days after the conditions to such delivery have been satisfied (the "Legend Removal Period"), that then the Buyer(s) Company shall be entitled, in addition pay to all other available remedies, to the Purchaser 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.amount equal to:

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLC as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLC 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. The successor transfer agent shall be required to execute the irrevocable transfer agent instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇agent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Preferred Shares or exercise of the Buyer(sWarrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the Securities Act1933 ▇▇▇) will ▇▇ll be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor 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) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions a form reasonably acceptable to the effect Company and its legal counsel, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares such Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇Butler Gonzalez LLP as its agent for purpose of having certificate▇ ▇▇▇▇▇▇, ▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered ▇▇▇▇ered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇▇▇sion 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the ▇▇▇▇ ▇▇e 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 to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible DebentureDebentures, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyers or their assigns 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 their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyers. 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. American Stock Transfer & Trust Company as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Subscribers or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures Notes as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible DebenturesNotes, for interest owed pursuant to the Convertible DebentureNotes, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. The agent 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 may change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) at any time in its sole discretion, provided that any new transfer agent shall prior to its appointment agree to be bound by the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g5(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 514, and stop transfer instructions to give effect to Section 2(g5(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 14 shall affect in any way the Buyer’s Subscribers obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides Subscribers provide the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Subscribers of any of the Conversion Shares is not required under the Securities Act, the Company shall within two five (25) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerSubscribers. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Subscribers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 514, that the Buyer(s) Subscribers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s y's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, Esq. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇agent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Preferred Shares or exercise of the Buyer(sWarrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor 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) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, in generally acceptable form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares such Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. as the Company’s th▇ ▇▇mpany's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, ▇▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇ ▇▇▇▇, Esq. shall be paid a cash sh 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇David Gonzalez, Esq. as its agent for purpose of having certificates ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered ▇▇▇▇▇▇ered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the an▇ ▇▇▇▇ ▇▇e 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 to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Butler Gonzalez LLP as its ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose ose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇Butler Gonzalez LLP shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company ▇▇▇ ▇▇▇pany to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇David Gonzalez, Esq. as its agent for purpose of having certificates ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered ▇▇▇▇▇tered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a1) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Conversion Shares prior Common Stock pursuant to an effective Securities Act registration of such shares under the Securities Act) statement will be given by the Company to its transfer agent for the Common Stock and that the Conversion Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharessuch Common Stock. If the Buyer(s) If, at any time, Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company and its counsel that registration of a the resale by the Buyer(s) Buyer of any of the Conversion Shares such Common Stock is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Common Stock and, promptly instruct its the Company's transfer agent to issue one or more certificates in such name for Common Stock without any restrictive legends endorsed thereon. (2) The Company shall permit Buyer to exercise its right to convert the Preferred Shares 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 shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of any Preferred Shares (together with certificates evidencing any Preferred Shares not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "Delivery Date"). Within 30 days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Shares being converted. (3) 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(sCompany may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "Warrant Delivery Date." (4) shall be entitledThe Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon the conversion of the Preferred Shares or exercise of the Warrants beyond the applicable Dividend Payment Due Date (as defined in addition to all other available remediesthe Certificate of Amendment), to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing 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 in lieu of cash dividends on the Preferred Shares, upon conversion of the Preferred Shares 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 Dividend

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇Butler Gonzalez LLP as its agent for purpose of having certificate▇ ▇▇▇▇▇▇, ▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered ▇▇▇▇ered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇▇▇▇sion 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 unreasonably withheld by if the Buyer(s) in its sole discretionreplacement transfer agent enters into the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇David Gonzalez, Esq. as th▇ ▇▇▇▇▇▇▇'▇ ▇, Esq. as the Company’s agent ▇ent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash h 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 other than as provided in the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as the Company's agent for purpose of hav▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates ▇▇es issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures Debenture as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible DebenturesDebenture, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50▇▇) for every ▇▇▇ ▇▇▇ry 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as i▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose urpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, Esq. sh▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, Note and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 upon exercise of the Buyer(sWarrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities ActAct or the date on which such shares may be sold pursuant to Rule 144(k) (or any successor rule), 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 Sections 2(f) and 2(g) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the Securities ActAct or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144(k) (or any successor rule), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in provided, and subject to the terms and conditions of, this Agreement Agreement, the Note and the Investor Registration Rights Agreement. Nothing in this Section 5 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 securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) Purchaser provides the Company with (i) an opinion of counsel, in form, substance and scope and substance customary for opinions of counsel in comparable transactions and given by counsel reasonably acceptable to the Company, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by under the Buyer(sSecurities Act and such sale or transfer is effected or (ii) of any the Purchaser provides reasonable assurances that the Securities can be sold pursuant to Rule 144 and such sale is effected, the Company shall permit the transfer, and, in the case of the Conversion Shares is not required under and the Securities ActWarrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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 requiredPurchaser.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as its agen▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Esq. as the Company’s agent for purpose of f having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to ▇▇▇▇▇▇▇ ▇o its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ David Gonzalez, Esq. as the Company's agent for purpose of having ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued▇▇▇▇ ▇ssued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion ▇▇▇ ▇▇▇▇▇ ▇ccasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without unless the express written consent of the Buyer(s), which may subsequent transfer agent agrees to be withheld bound by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyer(s) or its/their assigns 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 their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer(s). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer(s) by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as its agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Esq. as the Company’s agent for purpose of ▇ having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to C▇▇▇▇▇▇ ▇o its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedinstructing the Transfer Agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer and the Company are in compliance with all applicable federal and state securities laws and Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as its ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose pose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as it▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose rpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash h 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq. P.A. shall be paid a cash fee of Fifty One Hundred Dollars ($50100) 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ David Gonzalez, Esq. as the Company's agent for purpose of having ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued▇▇▇▇ ▇ssued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50▇▇) for every ▇▇▇ ▇very 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)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ David Gonzalez, Esq. as the ▇▇▇▇▇▇▇'▇ ▇, Esq. as the Company’s agent ▇▇nt for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇David Gonzalez, Esq. shall ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, ▇▇▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s mpany's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably acceptable to the Company to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall shall, within two (2) business days from receipt of such opinion, instruct its transfer agent to issue one or more 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Debentures or exercise of the Buyer(sWarrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act 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 Actas 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(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the 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 securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by under the Buyer(s1933 Act and such sale or transfer is effected or (ii) of any 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 is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates 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 Buyers, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Butler Gonzalez LLP as it▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose ose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Butler Gonzalez LLP shall b▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid a cash fee ee 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company ▇▇▇ ▇▇▇▇any to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Subject to the Common Share Limit, the Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Warrant Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Buyer to the Company upon conversion exercise of the Convertible DebenturesWarrants on and following the date that is 90 days following the Closing Date, for interest owed pursuant or such earlier date as a registration statement is effective with respect to the Convertible DebenturePurchase Common Shares and/or Warrant Shares, and for any and all Liquidated Damages respectively (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all All such certificates shall bear the restrictive legend as and when specified in Section 2(g) 3.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Article VI, and stop transfer instructions to give effect to Section 2(g) 3.7 hereof (in the case of the Conversion Purchase Common Shares or Warrant Shares, prior to registration of such shares the Purchase Common Shares or Warrant Shares under the Securities 1933 Act) ), will be given by the Company to its transfer agent agent, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the 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 3.7 hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, in form, substance and scope and substance customary for opinions of counsel in comparable transactions to the effect transactions, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares Securities is not required under the 1933 Act, or the Buyer provides the Company with reasonable assurance that such Securities Actmay be sold under Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Purchase Common Shares or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates 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 Buyer, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 Article VI will be inadequate inadequate, and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyers or their assigns 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 consent may not be withheld by unreasonably withheld. The successor transfer agent shall be required to execute the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyers. 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Seth Farbman PC as its agent for p▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having ving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Seth Farbman PC shall be paid a ca▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty fty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Com▇▇▇▇ ▇▇ its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇Dav▇▇ ▇▇▇▇▇▇▇▇, Esq▇sq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇Dav▇▇ ▇▇▇▇▇▇▇▇, Esq▇sq. 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)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇▇ ▇▇& ▇▇▇▇▇▇, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇& Jaclin, Esq. 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(sBuyers) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Gottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyers or their assigns 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 their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyers. 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act he acts pursuant to the Irrevocable Transfer Agent Instructions. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. shall notify the Company of any such action simultaneously with the delivery to the transfer agent of instructions relating to such action. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may shall not be unreasonably withheld provided that the new transfer agent agrees to be bound by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Investor or his or its respective nominee(s)nominee, for the Conversion Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Investor to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preferred Shares in accordance with the Convertible Debenture, and for any and all Liquidated Damages terms thereof (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 (and until the Company has received the opinion of Qualifying Investor Counsel that legends may be removed prior to sale under the registration statement) or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Actas of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g2(f) 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(g2(f) hereof (in the case of the Conversion Shares Shares, prior to registration of such shares the Conversion Shares under the 1933 Act (with the limitation stated above) or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Act) as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Investor's obligations and agreement set forth in Section 2(f) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) an Investor provides the Company with (i) an opinion of counsel, Qualifying Investor Counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Investor provides an opinion of Qualifying Investor Counsel or other reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, and, in the case that the Securities can be sold under Rule 144 but not paragraph (k), that a sale or transfer has occurred in accordance with Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates 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 Buyer Investors, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as ▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, Esq. sha▇▇▇▇ ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇, Esq. shall be paid a cash ash 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, ▇▇▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s mpany's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). David Gonzalez, ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) A. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5Article V, the Registration Rights Agreement and customary stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to the registration and sale of such shares under the of Common Stock pursuant to an effective Securities Act) will Act registration statement shall be given by the Company to its transfer agent for the Common Stock and that the Interest Shares, if any, and Conversion 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 the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 Article V shall affect in any way the Buyer’s 's obligations and agreement agreements to comply with all applicable securities laws upon resale of Conversion Sharessuch shares of Common Stock. If If, at any time, the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a the resale by the Buyer(s) of any Buyer of the Interest Shares, if any, and/or Conversion Shares is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such shares and promptly instruct its the Company's transfer agent to issue one or more certificates for such shares without any restrictive legends endorsed thereon. B. The Buyer shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in such name the Debenture) to the HFNY2: #520569 v1/05466-0001 / 01/04/2001 Company. Each date on which a Conversion Notice is telecopied to and in such denominations as specified received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company acknowledges that shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of the 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 not being so converted) to the Buyer via express courier, by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within three (3) business days after receipt by the Company of the provisions Conversion Notice (the "DELIVERY DATE"). Within thirty (30) days after the Buyer delivers the Conversion Notice to the Company, Buyer shall deliver to the Company the Debenture being converted. C. The Company understands that a delay in the issuance of this Section 5the Interest Shares, that if any, and Conversion Shares beyond the Buyer(sapplicable Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss (and not as a penalty), the Company agrees to pay to the Buyer for any late issuance of Common Stock in accordance with the following schedule (where "NO. BUSINESS DAYS" is defined as the number of business days beyond three (3) days from the applicable Delivery Date: COMPENSATION FOR EACH 50 SHARES OF COMMON STOCK ISSUABLE IN PAYMENT OF INTEREST ON OR CONVERSION OF THE NO. BUSINESS DAYS DEBENTURE NOT ISSUED TIMELY 1 $ 2.50 2 5.00 3 7.50 4 10.00 5 12.50 6 15.00 7 17.50 8 20.00 9 22.50 10 25.00 more than 10 $25.00 + $10.00 for each business day late beyond 10 days The Company shall pay to the Buyer the compensation described above by the transfer of immediately available funds upon the Buyer's demand. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock. In addition to any other remedies which may be available to the Buyer, in the event the Company fails for any reason to deliver such shares of Common Stock within three (3) business days after the applicable HFNY2: #520569 v1/05466-0001 / 01/04/2001 Delivery Date, the Buyer shall be entitled, in addition entitled to all other available remedies, rescind the relevant Conversion Notice by delivering a notice to an injunction restraining any breach such effect to the Company whereupon the Company and requiring immediate issuance and transfer, without the necessity Buyer shall each be restored to their respective original positions immediately prior to delivery of showing economic loss and without any bond or other security being requiredsuch Conversion Notice on delivery.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇David Gonzalez, Esq. as the Company's agent for purpose of hav▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates ▇▇es issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50▇▇) for every ▇▇▇ ▇▇▇ry 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing David Gonzalez, Esq. as i▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq. as the Company’s agent for purpose rpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yorkville Advisors Management, Esq. LLC 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company ▇▇▇ ▇▇▇pany to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) A. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Conversion Shares prior Common Stock pursuant to an effective Securities Act registration of such shares under the Securities Act) statement will be given by the Company to its transfer agent for the Common Stock and that the Conversion Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharessuch Common Stock. If the Buyer(s) If, at any time, Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a the resale by the Buyer(s) Buyer of any of the Conversion Shares such Common Stock is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Common Stock and, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon. B. The Company shall permit Buyer to exercise its right to convert the Preferred Shares by telecopying an executed and completed Notice of Conversion (as defined in such name the Certificate of Designation) to the Company. Each date on which a Notice of Conversion is telecopied to and in such denominations as specified received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date (as defined in the Certificate of Designation). The Company acknowledges that a breach shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of any Preferred Shares (together with certificates evidencing any Preferred Shares not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "Delivery Date"). Within 30 days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Shares being converted. C. The Company shall permit Buyer to exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with its applicable terms of the Warrants. The last date that the Buyer(s) Company may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "Warrant Delivery Date." D. The Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon the conversion of the Preferred Shares or exercise of the Warrants beyond the applicable Dividend Payment Due Date (as defined in the Certificate of Designation), Delivery Date or Warrant Delivery Date could result in economic loss to Buyer. As compensation to Buyer for such loss (and not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five days from the Dividend Payment Due Date, the Delivery Date or the Warrant Delivery Date, as applicable): Compensation For Each 10 Shares of Preferred Shares Not Converted Timely or 500 Shares of Common Stock Issuable In Payment of Dividends or Upon Exercise of No. Business Days Warrants Not Issued Timely ------------------- --------------------------------- 1 $ 25 2 50 3 75 4 100 5 125 6 150 7 175 8 200 9 225 10 250 more than 10 $250 + $100 for each Business Day Late beyond 10 days The Company shall be entitledpay to Buyer the compensation described above by the transfer of immediately available funds upon Buyer's demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to Buyer, and in addition to all any other remedies which may be available remediesto Buyer, in the event the Company fails for any reason to an injunction restraining any breach effect delivery of such shares of Common Stock within five business days after the relevant Dividend Payment Due Date, the Delivery Date or the Warrant Delivery Date, as applicable, Buyer shall be entitled to rescind the relevant Notice of Conversion or exercise of Warrants by delivering a notice to such effect to the Company whereupon the Company and requiring immediate issuance and transfer, without the necessity Buyer shall each be restored to their respective original positions immediately prior to delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion on delivery.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent agent, and any subsequent transfer agent, irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having instructing its transfer agent to issue certificates issuedor credit shares to the applicable balance accounts at The Deposity Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing such amounts issued upon conversion of the Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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)Buyers, which may be withheld by the Buyer(s) Buyers in its their sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent agent, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇David Gonzalez, Esq. as its agent for purpose of having certificat▇▇ ▇▇▇▇▇▇, ▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered ▇▇stered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇David Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50▇▇) for every ▇▇▇ ▇very 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 Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the t▇▇▇ ▇▇▇ 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 to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by 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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the 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. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. 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 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(gSections 4(a) and 4(b) hereof (in the case of the Conversion Shares prior to the registration of such shares and sale under the Securities Act) Act of the Common Stock issuable upon conversion of the Shares or the shares of Common Stock issuable upon exercise of the Warrants, will be given by the Company to its the transfer agent and that the Conversion shares of Common Stock issuable upon conversion of, or in lieu of dividend payments on, the Shares or upon exercise of the Warrants, shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Collective Securities. If the Buyer(s) Purchaser provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares Collective Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall within two (2) business days permit the transfer of the Collective Securities and, in the case of the Common Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. Purchaser shall exercise its right to convert the Shares or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related certificates representing the shares of Preferred Stock, as applicable) or Form of Election to Purchase (and the related original Stock Purchase Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any shares of Preferred Stock or upon exercise of any Stock Purchase Warrants (together with the shares of Preferred Stock not so converted or the Stock Purchase Warrants not so exercised) to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days after the Conversion Date relating to shares of Preferred Stock or Stock Purchase Warrants (each such delivery date, together with the Dividend Delivery Date referred to in paragraph c below, is referred to herein as a "DELIVERY DATE"). For purposes of this Agreement, any conversion of the Shares or the exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. The Company will transmit the certificates representing the Common Stock issuable in lieu of dividends payable on any shares of Preferred Stock to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days after the dividend payment date applicable to which such Common Stock is delivered (the "DIVIDEND DELIVERY DATE"). d. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of, or in lieu of dividends on, the Shares or upon the exercise of the Warrants, provided the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. e. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of, or in lieu of dividend payments on, the Shares or upon exercise of the Warrants, the sum of five thousand dollars ($5,000) per day for each (i) one hundred thousand dollars ($100,000) of aggregate Stated Value (as defined in the Certificate of Designations) amount of Shares that are being converted, or (ii) twenty-five thousand (25,000) shares of Common Stock purchased upon the exercise of Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the 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 financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.