Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably in a form reasonable satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Investor or its nomineenominee pursuant to each ‘Put’ notice issued by the Company, for the Conversion Shares in such amounts as specified from time (the “Irrevocable Transfer Agent Instructions”) on the Effective Date. In the event that the Company proposes to time by each Buyer replace its transfer agent, the Company shall provide, prior to the Company upon conversion closing date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Preferred Shares in accordance with Agreement signed by the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior successor transfer agent to registration of the Conversion Shares under the 1933 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 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)6, 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 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 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale re-sale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Debenture in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Debenture in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Acttransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the Securities Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by Buyer in connection with each conversion of its Debenture. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act), Securities Act will be given by the Company to its the 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 Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. . (i) The Company acknowledges that a breach will permit Buyer to exercise its right to convert its Debenture by it telecopying an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion (as defined in the Debenture) to the BuyersCompany and delivering within three (3) business days thereafter, the original Notice of Conversion, together with the original Debenture, 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredexpress courier.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to instruct its transfer agent to issue certificates, registered in the name of each Buyer Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer such Purchaser to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Debentures. Prior to registration of the Conversion Shares under the 1933 ActSecurities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares under the 1933 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, the Registration Rights Agreement and the Registration Rights AgreementDebentures. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g2(f) hereof not to comply resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with all such a sale) or in compliance with an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon resale of the Conversion Sharessecurities law. If a Buyer Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company which opinion of counsel shall be in form, substance and scopescope customary for opinions of counsel in comparable transactions, to the effect that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyera Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, a Purchaser 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 SectionSection 5, that the Buyers a Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Preferred Shares in accordance with Debentures or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable --------------------------- instructions to its transfer agent the Transfer Agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Initial Purchase Shares in accordance with the terms thereof of this Agreement (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"“Irrevocable Transfer Agent Instructions”). Prior to registration of The certificate(s) representing the Conversion Shares under the 1933 ActInitial Purchase Shares, all such certificates except as set forth below, shall bear the following restrictive legend specified (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (b) At such time as the Subscriber shall so request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than three (3) Business Days following the delivery by the Subscriber to the Company or the Transfer Agent of one or more legended certificates representing Purchase Shares (which certificates the Subscriber shall promptly deliver with or prior to its request), issue and deliver (or cause to be issued and delivered) to the Subscriber, as requested by the Subscriber, either: (A) a certificate representing such Purchase Shares that is free from all restrictive and other legends or (B) a number of shares of equal to the number of Purchase Shares represented by the certificate(s) so delivered by the Subscriber as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Subscriber or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Effective Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, irrevocable instructions in Section 2(gthe form substantially similar to those used by the Subscriber in substantially similar transactions (the “Irrevocable Transfer Agent Instructions”) to issue the Initial Purchase Shares and balance of the Purchase Shares in accordance with the terms of this Agreement. The Company represents and warrants that to the Subscriber that, while this Agreement is effective, 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(f5(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Initial Purchase Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records balance of the Company as Purchase Shares from and to after the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerEffective Date. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, if 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 fails to fully comply with the provisions of this SectionSection 5(b) within five (5) Business Days of the Subscriber providing the deliveries referred to above, that the Buyers shall be entitledCompany shall, in addition to all other available remediesat the Subscriber’s written instruction, to an injunction restraining any breach purchase such shares of Common Stock containing restrictive legends from the Subscriber at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and requiring immediate transfer, without (ii) the necessity closing sale price of showing economic loss and without any bond or other security being requiredthe Common Stock as reported by the Principal Market on the date of the Subscriber’s written instruction.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer Purchaser or its nomineerespective nominee(s), for the Conversion Debenture Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer Purchaser to the Company upon conversion of in a form acceptable to the Preferred Shares in accordance with the terms thereof Purchasers (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Debenture Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g3.1(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 53.13, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares3.1 hereof, prior to registration of the Conversion Debenture Shares and the Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Conversion Debentures, the Warrants, the Debenture Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer Purchaser provides the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that a public sale, assignment or transfer of the Debentures, the Debenture Shares, the Warrants and the Warrant Shares may be made without registration under the Act or the Purchaser provides the Company in formwith reasonable assurances that the Warrants, substance the Debenture Shares and scope, that registration the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by such Buyer of any of the Securities is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Debenture Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchasers by vitiating violating 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 3.13 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this SectionSection 3.13, that the Buyers Purchasers, shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. a. The Company shall issue irrevocable --------------------------- warrants that, with respect to the Securities, other than the stop transfer instructions to its transfer agent give effect to Section 4(a)(i) hereof, it will give the Transfer Agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon conversion of the Note, registered in the name of each Buyer or its nomineeas may be applicable from time to time, for the Conversion Shares in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion Transfer Agent, bearing the restrictive legend specified in Section 4(a)(ii) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 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(f) hereof (registered in the case name of the Conversion Shares, prior Buyer or its nominee and in such denominations to registration of the Conversion Shares under the 1933 Act), will be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, 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 Registration Rights Agreementother Transaction Documents. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a)(i) of this Agreement is not required under the 1933 ActAct or upon request from a Holder while the Registration Statement is effective, the Company shall (except as provided in clause (2) of Section 4(a)(i) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares, as may be applicable, use its best efforts to cause the Transfer Agent to promptly instruct its electronically transmit to the Holder via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program such Conversion Shares. The Company specifically represents that, as of the date hereof and as of the Closing Date, (i) the Company’s Transfer Agent is (a) participating in the DTC program, (b) is DWAC eligible, and (ii) the Company is not aware of any plans of the Transfer Agent to terminate such DTC participation or DWAC eligibility. While any Holder holds Securities, the Company shall at all times maintain a transfer agent which participates in the DTC program and is DWAC eligible, and the Company will not appoint any transfer agent which does not both participate in the DTC program and maintain DWAC eligibility. Nevertheless, in the event the Transfer Agent is not participating in the DTC/DWAC program or the Conversion Shares are not otherwise transferable via the DTC/DWAC program, then the Company shall instruct the Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. In the event the Company’s transfer agent is not DWAC eligible on any Conversion Date, and consequently the Company issues Conversion Shares pursuant to the Conversion Notice in certificated rather than electronic form, then in such Buyerevent if the closing bid price of the Common Stock on the Principal Trading Market is lower on the date of delivery of the certificates to the Buyer than on the Conversion Date, such difference in the closing bid prices, multiplied by the number of Conversion Shares shall be added to the principal balance of the Note. b. The Company shall assume any fees or charges of the Transfer Agent or Company Counsel regarding (i) the removal of a legend or stop transfer instructions with respect to Securities, and (ii) the issuance of certificates or DTC registration to or in the name of the Holder or the Holder’s designee or to a transferee as contemplated by an effective Registration Statement. Notwithstanding the foregoing, it shall be the Holder’s responsibility to obtain all needed formal requirements (specifically: medallion guarantee and prospectus delivery compliance) in connection with any electronic issuance of shares of Common Stock. c. The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note, as the case may be, notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of such holder’s exercise privilege. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm hereby waives, to the Buyersfullest extent permitted, by vitiating the intent and purpose any rights to relief it may have under 11 U.S.C. §362 in respect of the transaction contemplated herebyconversion of the Note. Accordingly, the 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 without cost or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition expense to all other available remediessuch Holder, to an injunction restraining take or to consent to any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredall action necessary to effectuate relief under 11 U.S.C. §362.

Transfer Agent Instructions. The At the Primary Closing the Company shall --------------------------- issue irrevocable --------------------------- instructions to its transfer agent (and shall issue to any subsequent transfer agent as required), to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Warrant Shares issuable pursuant to the A Warrant in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon conversion of in a form acceptable to the Preferred Shares in accordance with the terms thereof Purchaser (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSPrimary Closing --------------- Irrevocable Transfer Agent Instructions"). Prior At the Secondary Closing the Company --------------------------------------- shall issue irrevocable instructions to registration its transfer agent (and shall issue to any subsequent transfer agent as required), to issue certificates, registered in the name of the Conversion Purchaser or its respective nominee(s), for the Warrant Shares under issuable pursuant to the 1933 ActB Warrant in such amounts as specified from time to time by the Purchaser to the Company in a form acceptable to the Purchaser (the "Secondary Closing Irrevocable Transfer Agent Instructions"). So long as --------------------------------------------------------- required pursuant to Section 3.1(b), all such certificates shall bear the restrictive legend specified in Section 2(g3.1(b) of this Agreement. The Company warrants that no instruction other than the Primary Closing Irrevocable Transfer Agent Instructions and the Secondary Closing Irrevocable Transfer Agent Instructions referred to in this Section 53.12, and stop transfer instructions to give effect to Section 2(f) 3.1 hereof (in the case of the Conversion Warrant Shares, prior to registration of the Conversion Shares under the 1933 Securities Act), ) will be given by the Company to its transfer agent and that the Conversion Shares, the A Warrant, the B Warrant or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerTransaction Documents. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser by vitiating violating 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 3.12 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this SectionSection 3.12, that the Buyers Purchaser, shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section I (c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Series A Preferred or Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 1933 Act, all registered in the name of the Buyer or its nominee and in such certificates shall bear denominations to be specified by the restrictive legend specified Buyer in Section 2(g) connection with each conversion of this Agreementthe Preferred Stock. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act), Act will be given by the Company to its the 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 Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer (or holder) provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer (or holder) of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Series A Preferred or Common Stock without legend in such name and in such denominations as specified by such Buyerthe Buyer (or holder). b. The Company will permit the Buyer or holder to exercise its right to convert the Preferred Stock by faxing an executed and completed Notice of Conversion to the Company and delivering within three business days thereafter, a copy or the original Notice of Conversion and the original Preferred Stock certificate representing a sufficient number of shares to the Company or transfer agent by express courier, (with a copy to the other party). Each date on which a Notice of Conversion is faxed to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges will transmit the certificates representing the Shares issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via overnight express courier, by electronic transfer or otherwise, within three business days after receipt by the Company of a Notice of Conversion and the original Preferred Stock certificates (the "Delivery Date"). c. The Company understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyers, by vitiating Buyer. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyBuyer for such loss, the Company acknowledges that agrees to pay Buyer or holder for late issuance and delivery of the remedy at law Shares upon conversion in accordance with the following schedule, where "No. Business Days Late" is defined as the number of business days beyond three (3) business days from the Delivery Date. [ ROTI; 1/27/98; 1:14 PM; Late Payment For Each $10,000 Preferred No. Business Days Late Share Being Converted ---------------------- --------------------- 1 0 2 0 3 $50 4 $100 5 $150 6 $200 7 $250 8 $300 9 $400 10 $500 (less than) 10 $500 plus $50 for a breach of its obligations each Business Day Late beyond 10 days The Company shall pay by check any late payments to Buyer or holder incurred under this Section 5 will section and deliver such payments by overnight courier on the 15th and last day of each month. The amount of such payment shall include amounts owed under this section through the 14th and next to last day of each month. Alternatively, Buyer or holder may elect to receive payment in Shares at the conversion rate detailed in the Statement of Resolution for the Preferred Stock. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Buyer, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the provisions Delivery Date, the Buyer will be entitled at its option to revoke the relevant Notice of this Section, that Conversion by delivering notice to such effect to the Buyers Company whereupon the Company and the Buyer shall each be entitled, in addition restored to all other available remedies, their respective positions immediately prior to an injunction restraining any breach and requiring immediate transfer, without the necessity delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion.

Transfer Agent Instructions. The Company will act as its own transfer agent with respect to the Series A Preferred Shares. Upon conversion of the Series A Preferred Shares or the exercise of the Warrants, the Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, in the form attached hereto as Exhibit E, to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in and the Warrant Shares representing the shares of Common Stock issuable upon such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof or exercise and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Conversion Shares or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of Conversion Shares or the Conversion Warrant Shares. If a Buyer the Buyer(s) or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory in form and substance acceptable to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer Purchaser or its nomineetheir respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer a Purchaser to the Company upon conversion of the Preferred Shares Notes and in accordance with their respective terms, substantially in the terms thereof form attached hereto as Exhibit D (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"“Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 5 will be given by the Company to its transfer agent and that that, subject to applicable law, 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, the Notes, the Indenture, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer Purchaser provides the Company with an opinion of counsel, in form reasonably satisfactory acceptable to the Company in formCompany, substance and scopeto the effect that a public sale, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required has been made without registration under the 1933 ActSecurities Act or that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates certificates, or credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by such BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchasers 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 SectionSection 5, that the Buyers Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in In the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants event that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory such as but not limited to a Rule 144 opinion, is needed for any matter related to this Note or the Company in formCommon Stock the Lender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, substance and scope, that registration then the Lender shall provide the Borrower with written notice. Within three (3) business days of a resale by such Buyer of any of the Securities is not required under the 1933 Actreceiving written notice, the Company Borrower shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to rely upon opinions from the Lender’s counsel (the “Transfer Agent Reliance Letter”). A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the Transfer Agent Reliance Letter is delivered. If the Lender requests that the Borrower’s counsel issue one or more certificates in such name and in such denominations as specified by such Buyeran opinion, then the Borrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Company Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of this Note and shall tack back to the Effective Date of this Note, with respect to the holding period under Rule 144. In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Reliance Letter in a form as initially delivered pursuant to this Note. The Borrower warrants that 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 the Securities to be issued to the Lender and 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 the Securities when required by this Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersLender, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 will Note may be inadequate and agrees, in the event of a breach or threatened breach by the Company Borrower of the provisions of this Sectionthese provisions, that the Buyers Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If Subject to Section 2(f), if a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 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(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)Registration Rights Agreement, will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable 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 and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a Buyer the Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory (as to both the identity of such counsel and the content of such opinion) to the Company in form, substance and scope, its counsel that registration of a resale by such Buyer the Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion SharesCommon 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 Purchaser. b. The Company will permit the Purchaser to exercise its right to exercise the Warrants by faxing an executed and completed Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Form of Election to Purchase (and the Warrant) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Form of Election to Purchase is faxed to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon exercise of the to the Purchaser via express courier as soon as practicable, but in all events no later than five (5) business days in the case of the exercise of the Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, any exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. In lieu of delivering physical certificates representing the Common Stock issuable upon the exercise of the Warrants, provided the Company's transfer agent is participating in the Depository 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 Buyerrequest 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. d. 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 exercise of the Warrants the sum of $2,500 per day for any or all shares of Common Stock purchased upon the exercise of the 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 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 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 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 Form of Election to Purchase. For purposes of this SectionSection 5, that "business day" shall mean any day in which the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate 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.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon conversion of the Preferred Shares Convertible Notes and the conversion or exercise of the Warrants, except as provided in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Section 6.7 of this Agreement. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend 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 56.11, and stop transfer instructions to give effect to Section 2(f) 3.7 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), ) will be given by g▇▇▇▇ ▇▇ the Company to its transfer agent and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 6.11 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Convertible Notes, the Conversion Shares or the Warrant Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Convertible Notes, the Conversion Shares or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser 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 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 6.11, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company Buyer shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificatesin the form(s) attached hereto as Exhibit 6.7 for the purpose of having certificates issued, registered in the name of each Buyer the Seller or its nomineerespective designee(s) or nominee(s), for the Closing Common Shares and Series G Conversion Shares in representing such amounts of Series G Stock as specified from time to time by each to Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Series G Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"“Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company Buyer warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), will be given by the Company Buyer to its transfer agent and that the Buyer Closing Shares and Series G Conversion Shares shall otherwise be freely transferable on the books and records of the Company Buyer as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 6.7 shall affect effect in any way the Buyer's any obligations and agreement set forth in Section 2(g) hereof agreements to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Sharesany shares of Buyer Stock. If a holder of the Series G Stock provides Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer of any of the Securities Series G Conversion Shares is not required under the 1933 Actapplicable laws, the Company Buyer shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerSeller, subject only to the restrictions stated in the Series G Certificate of Designations, and otherwise herein. The Company Buyer acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Seller by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Buyer acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.7 will be inadequate inadequate, and hereby agrees, in the event of a breach or threatened breach by the Company Buyer of the provisions of this SectionSection 6.7, that the Buyers Seller shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Preferred Shares in accordance with the terms thereof Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion or exercise of the Preferred Shares in accordance with Debentures and the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSTransfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration of the Conversion Shares or Warrant Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery 18 requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion 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 such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (i) The Company shall issue irrevocable --------------------------- warrants that, with respect to the Securities, other than the stop transfer instructions to its transfer agent give effect to Section 4(a) hereof, it will give the Transfer Agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon conversion of the Debentures or exercise of the Warrants or in connection with the issuance of Payment Shares, registered in the name of each Buyer or its nomineeas may be applicable from time to time, for the Conversion Shares in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion Transfer Agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 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(f) hereof (registered in the case name of the Conversion Shares, prior Buyer or its nominee and in such denominations to registration of the Conversion Shares under the 1933 Act), will be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, 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 Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. Securities. (ii) If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfertransfer of the Securities. (iii) The Company agrees that, andupon the Company's receipt of (i) a written request from a Holder while the Registration Statement is effective or (ii) an opinion of counsel that the Conversion Shares, in Warrant Shares or Payment Shares then held by a Holder may be transferred without registration under Rule 144(k) promulgated under the case 1933 Act, the Company shall promptly instruct the Transfer Agent to issue one or more replacement certificates for any or all of the Conversion Shares, promptly instruct its Warrant Shares or Payment Shares then held by such Holder or subsequently issued to the Holder. Such replacement or newly issued certificates shall be issued, without legend and without any stop transfer agent to issue one or more certificates instructions, in such name and in such denominations as specified by such Buyer. the Holder. (i) The Company acknowledges understands that a breach by it delay in the delivery of its obligations hereunder will cause irreparable harm (i) Conversion Certificates, whether on conversion of the Debenture and/or in payment of accrued interest, beyond the relevant Delivery Date (as defined in the Debenture), (ii) the certificates for the shares of Common Stock issuable upon the exercise of the Warrants (the "Warrant Certificates"), beyond the relevant Warrant Share Delivery Date (as defined in the Warrants), or (iii) the certificates representing Payment Shares ("Payment Shares Certificates"), beyond the relevant delivery date of the Payment Shares Certificates under the Registration Rights Agreement, could each result in economic loss to the Buyers, by vitiating Holder. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyHolder for such loss, the Company acknowledges that agrees to pay late payments to the remedy at law Holder for a breach late issuance of its obligations under this Section 5 will be inadequate and agreesthe Conversion Certificates, the Warrant Certificates or the Payment Shares Certificates, as the case may be, in accordance with the event following schedule (where "No. Business Days Late" is defined as the number of a breach or threatened breach by Trading Days after the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.Delivery Date):(2)

Transfer Agent Instructions. The (a) On the date of this Agreement, the Company shall issue irrevocable --------------------------- instructions to its transfer agent the Transfer Agent substantially in the form attached hereto as Exhibit D to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Commitment Shares in accordance with the terms thereof of this Agreement (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"“Irrevocable Transfer Agent Instructions”). Prior to registration of The certificate(s) or book-entry statement(s) representing the Conversion Shares under the 1933 ActCommitment Shares, all such certificates except as set forth below, shall bear the following restrictive legend specified (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described in Section 2(gclauses (i) and (ii) of this Agreementsentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares and Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f6(b) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Commitment Shares from and that after Commencement, and the Conversion Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to Company. If the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirementsInvestor effects a sale, if any, upon resale assignment or transfer of the Conversion Purchase Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by the Investor to effect such Buyersale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebyInvestor. 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 SectionSection 6, that the Buyers Investor shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Shares in accordance with Section 1(c) hereof, and in any event prior to the Closing Date, the Company shall issue irrevocable --------------------------- instructions will (1) execute and deliver the Transfer Agent Instructions substantially in the form attached hereto as ANNEX IV to its transfer agent and thereby irrevocably instruct, American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates, registered in the name of each Buyer or its nominee, certificates for the Conversion Common Shares from time to time upon conversion of the Preferred Shares in such amounts as specified from time to time by each Buyer to the Company upon Transfer Agent in the Notices of Conversion surrendered in connection with such conversions and referred to in Section 5(b) of this Agreement and (2) appoint the Transfer Agent the conversion of agent for the Preferred Stock. The certificates for the Common Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall may bear the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 5, and (y) stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration of the Conversion resale of the Common Shares under the 1933 Act), Act and (z) the instructions required by Section 3(n) of the Registration Rights Agreement will be given by the Company to its transfer agent the Transfer Agent and that the Conversion Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5(a) shall affect limit in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory in form, scope and substance to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities Shares in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Conversion Common Shares, promptly promptly, but in no event later than three days after receipt of such opinion, instruct its the Company's transfer agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its Nothing in this Section 5(a) shall limit the obligations hereunder will cause irreparable harm to the 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 3(n) of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredRegistration Rights Agreement.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as their agent ▇▇▇ ▇▇▇ ▇▇▇▇▇▇e of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇wo Hundred Fifty Dollars ($250) 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, which may be withheld by the Buyer in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act), ) 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Series E Preferred Stock as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Series E Preferred Shares in accordance with the terms thereof Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Yorkville Advisors Management, 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 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(f2(g) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers 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 the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares in accordance with Securities, for interest owed pursuant to the terms thereof Securities, and for any and all Liquidated Damages. (b) The Company shall not change its transfer agent without the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration express written consent of the Conversion Shares under Buyer, which may be withheld by the 1933 Act, all such certificates shall bear the restrictive legend specified Buyer in Section 2(gits sole discretion. (c) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to previously executed in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case favor of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), Buyer 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon exercise of the Warrant or conversion of the Note , registered in the name of each Buyer or its nomineeif applicable, for the Conversion Shares in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 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(f) hereof (registered in the case name of the Conversion Shares, prior Buyer or its nominee and in such denominations to registration be specified by the Holder in connection with each exercise of the Conversion Shares under Warrant or conversion of the 1933 Act)Note , will be given by if applicable,. Except as so provided, 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 Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion SharesWarrant Shares and shares issuable upon conversion of the Note, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Subject to the 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 SectionAgreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company understands that a delay in the Buyers shall be entitled, issuance of the Shares of Common Stock beyond the Delivery Date (as defined in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing Warrant) could result in economic loss and without any bond or other security being required.to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date):(2)

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions Prior to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for date on which the Conversion Shares in such amounts may be sold pursuant to Rule 144 without any restriction as specified from time to time by each Buyer to the Company upon conversion number of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration Securities as of the Conversion Shares under the 1933 Acta 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 that: (i) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Irrevocable Transfer Agent Instructions referred Buyer upon conversion of or otherwise pursuant to in the Note as and when required by the Note and this Section 5Agreement; and (ii) it will not fail to remove (or directs its transfer agent not to remove or impairs, and delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions to give effect to Section 2(fin respect thereof) hereof (in the case of the Conversion Shares, prior to registration of the on any certificate for any Conversion Shares under issued to the 1933 Act), will be given Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Company to its transfer agent Note 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 Registration Rights Agreement. Nothing in this Section shall affect in any way If the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company Company, at the cost of the Buyer, with (i) an opinion of counsel, reasonably satisfactory to the Company counsel in form, substance and scopescope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by such Buyer of any of the Securities is not required under the 1933 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 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 such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the purchase by the Buyers of the Debentures in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent in writing to (i) reserve that number of shares of Common Stock as is equal to three hundred percent (300%) of the number of shares of Common Stock issuable upon conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required to satisfy the conversion rights of the Buyers pursuant to the terms and conditions of the Debentures, and (ii) issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Debentures in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 1933 Act, all registered in the name of the respective Buyer or its permitted assigns and in such certificates denominations to be specified by such Buyer in connection with each conversion of the Debentures. The Company shall bear provide the restrictive legend specified in Section 2(g) Placement Agent with a copy of this Agreementsuch written instructions to the Company’s transfer agent simultaneously with the issuance of such instructions to the transfer agent. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Converted Shares under the 1933 Act), Act will be given by the Company to its the transfer agent and that the Conversion Converted Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's Buyers’ obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a any Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares, promptly instruct its the Company’s transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. (i) The Company will permit the Buyers to exercise their rights to convert the Debentures by telecopying or delivering an executed and completed Notice of Conversion to the Company. The Company acknowledges that a breach by it will within two (2) Business Days respond with its endorsement so as to confirm the outstanding principal amount of its obligations hereunder will cause irreparable harm to any Debenture submitted for conversion or shall reconcile any difference with the Buyers, by vitiating the intent and purpose Buyer promptly after receiving such Notice 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredConversion. (ii) The term “

Transfer Agent Instructions. The a. Promptly following the purchase by the Buyers of the Debentures in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent in writing to (i) reserve that number of shares of Common Stock as is equal to three hundred percent (300%) of the number of shares of Common Stock issuable upon conversion of the then-outstanding Debentures (including accrued interest thereon) as may be required to satisfy the conversion rights of the Buyers pursuant to the terms and conditions of the Debentures, and (ii) issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Debentures in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 1933 Act, all registered in the name of the respective Buyer or its permitted assigns and in such certificates denominations to be specified by such Buyer in connection with each conversion of the Debentures. The Company shall bear provide the restrictive legend specified in Section 2(g) Placement Agent with a copy of this Agreementsuch written instructions to the Company’s transfer agent simultaneously with the issuance of such instructions to the transfer agent. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Converted Shares under the 1933 Act), Act will be given by the Company to its the transfer agent and that the Conversion Converted Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's Buyers’ obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a any Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares, promptly instruct its the Company’s transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. (i) The Company will permit the Buyers to exercise their rights to convert the Debentures by telecopying or delivering an executed and completed Notice of Conversion to the Company. The Company acknowledges that a breach will within two (2) Business Days respond with its endorsement so as to confirm the outstanding principal amount of any Debenture submitted for conversion or shall reconcile any difference with the Buyer promptly after receiving such Notice of Conversion. (ii) The term “Conversion Date” means, with respect to any conversion elected by it the holder of its obligations hereunder will cause irreparable harm the Debentures, the date specified in the Notice of Conversion, provided the copy of the Notice of Conversion is given either via mail or facsimile to or otherwise delivered to the Buyers, by vitiating Company in accordance with the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges provisions hereof so 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 it is received by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond on or other security being requiredbefore such specified date.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in In the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants event that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory such as but not limited to a Rule 144 opinion, is needed for any matter related to the Company in formNote or the Common Stock the Lender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, substance and scope, that registration then the Lender shall provide the Borrower with written notice. Within three (3) business days of a resale by such Buyer of any of the Securities is not required under the 1933 Actreceiving written notice, the Company Borrower shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to rely upon opinions from the Lender’s counsel (the “Transfer Agent Reliance Letter”). A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the Transfer Agent Reliance Letter is delivered. If the Lender requests that the Borrower’s counsel issue one or more certificates in such name and in such denominations as specified by such Buyeran opinion, then the Borrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Company Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of the Note and shall tack back to the Effective Date of the Note, with respect to the holding period under Rule 144. In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Reliance Letter in a form as initially delivered pursuant to the Note. The Borrower warrants that 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 the Securities to be issued to the Lender and 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 the Securities when required by the Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersLender, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Borrower acknowledges that the remedy at law for a breach of its obligations under this Section 5 will the Note may be inadequate and agrees, in the event of a breach or threatened breach by the Company Borrower of the provisions of this Sectionthese provisions, that the Buyers Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act), will 193▇ ▇▇▇) ▇ill 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case transfer of the Conversion Shares, Shares promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS") to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion or exercise of the Preferred Shares in accordance and the Warrants and receipt of appropriate representations from the Buyer as to compliance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration prospectus delivery requirements of the Conversion Shares under 1933 Act and opinions from counsel to the 1933 Act, all Company. All such certificates shall bear the restrictive legend as and when specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration of the Conversion Shares or Warrant Shares under the 1933 Act), Act or in the event that the registration statement covering the Conversion Shares or the Warrant Shares is required to be suspended or withdrawn) 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 Registration Rights AgreementAgreement and, if applicable, subject to such opinions of counsel of the Company as the Company's transfer agent may request. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirementsrequirements under the 1933 Act, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion 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 such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Investment Option Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion or exercise of the Preferred Shares in accordance with the terms thereof and Investment Options (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Investment Option Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that, assuming the Buyers are not "affiliates" of the Company under applicable federal securities law, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, the notification by the Company to the transfer agent of the conversion of the Preferred Shares or the exercise of the Investment Options and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Investment Option Shares, prior to registration the effectiveness of the registration statement relating to the Conversion Shares and Investment Option Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company (which amounts are subject to verification by the Company) upon proper conversion of the Preferred Shares in accordance with the terms thereof Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating obliterating 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent in the form attached as Exhibit D hereto, and any subsequent transfer agent, to --------- issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares and upon payment by the Company of dividends on the Preferred Shares in accordance with the terms thereof Dividend Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Dividend Shares under the 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(f) hereof (in the case of the Conversion Shares and the Dividend Shares, prior to registration of the Conversion Shares and the Dividend Shares under the 1933 Act), ) will be given by the Company to its transfer agent and that the Conversion Shares ▇▇▇▇ ▇▇e Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in generally acceptable form, substance and scope, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Dividend Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its StockTrans, Inc., as transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSTransfer Agent"), and any subsequent transfer agent, substantially in the form of Exhibit B hereto (the "Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)hereof, 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, in a form reasonably satisfactory acceptable to Company counsel, to the Company in formeffect that a public sale, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required may be made without registration under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities have been or are to be sold pursuant to Regulation S or Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable the prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities, as well as the other provisions of this Agreement and the other agreements contemplated hereby, including the Buyers' agreement to redeliver any Security issued without a legend (electronically or otherwise) transferred by the Buyer in a transaction other than pursuant to a registered public sale or Rule 144 for appropriate certification and legending. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent (in the form attached hereto as Exhibit E) to issue certificates, registered in the name of each Buyer or its nomineeat a Buyer's request and if an electronic issuance can properly reflect any legends required to be contained on such certificates, for the to electronically issue any Conversion Shares (e.g., through DWAC or DTC), in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof of and upon conversion of the Securities (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of The certificates representing the Conversion Shares under the 1933 Act, all such certificates Securities shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction with respect to the Securities other than (i) the Irrevocable Transfer Agent Instructions referred to in first sentence of this Section 5, paragraph and (ii) stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Securities and the Conversion Shares, prior to registration of the Conversion Shares under the 1933 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, the Series F Registration Rights Agreement and the Series G Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities or Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, and promptly issue or instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the 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 irrevocable --------------------------- instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit C for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares (as such term is defined in the Debenture) representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares Securities, for interest owed pursuant to the Securities, and for any Liquidated Damages (as such term is defined in accordance with the terms thereof Third Debenture) or other amount that may be payable under the Transaction Documents. (b) The Company shall not change its transfer agent without the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration express written consent of the Conversion Shares under Buyer, which may be withheld by the 1933 Act, all such certificates shall bear the restrictive legend specified Buyer in Section 2(gits sole discretion. (c) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 5 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, certificates registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares Debentures or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 2.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, Article VI and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) 2.7 hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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 Article VI will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series C Preferred Shares in accordance with or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), will ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Series C Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement or the Warrant. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Series C Preferred Shares, the Warrants, Conversion Shares or the Warrant Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer of any of the Securities Series C Preferred Shares, the Warrants, Conversion Shares or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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 and/or stop transfer instructions to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act), ) 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with or exercise of the terms thereof Warrants, as the case may be (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company shall acknowledge Conversion Notices with respect to the Preferred Shares and Subscription Notices with respect to the Warrants, as applicable, and in such acknowledgement shall appropriately instruct its transfer agent as to whether or not the Conversion Shares or Warrant Shares to be issued pursuant to the Conversion Notice or Subscription Notice, as the case may be, shall bear the restrictive legend specified in Section 2(g). After the registration of the Conversion Shares and the Warrant Shares under the 1933 Act, the Company shall acknowledge Conversion Notices and Subscription Notices, as applicable, and in such acknowledgement shall direct its transfer agent to not place the restrictive legend on the Conversion Shares or Warrant Shares, as the case may be, by marking the "Without Restrictive Legend" box on the Conversion Notice or Subscription Notice. Nothing in this Section 5 shall in any way affect the Company's obligation to deliver Conversion Shares pursuant to Section 2(f) of the Certificate of Designations or Warrant Shares pursuant to Section 2 of the Warrant. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions and the instructions regarding the restrictive legend referred to in this Section 5, and other than stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in a generally acceptable form, substance and scope, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.this

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nomineethe Buyer, for the Conversion Shares in such amounts as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Stock (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementherein. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof 2 herein (in the case of the Conversion Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), ) will be given by the Company to its transfer agent transfe▇ ▇▇▇▇▇ and that the Preferred Stock and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and or the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Preferred Stock or the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Preferred Stock or the Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures and payment therefore (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion SharesShares , prior to registration of the Conversion Shares such shares under the 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Buyer(s) of any of the Securities is Conversion Sharesis not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, Shares promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit A for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares in accordance with Securities, for interest owed pursuant to the terms thereof (Securities, and for any and all Liquidated Damages. The Company shall not change its transfer agent without the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration express written consent of the Conversion Shares under Buyer, which may be withheld by the 1933 Act, all such certificates shall bear the restrictive legend specified Buyer in Section 2(g) of this Agreementits sole discretion. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to previously executed in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case favor of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), Buyer 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit E to its transfer agent to issue certificates, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon conversion of the Series A Preferred Shares in accordance with or the terms thereof exercise of the Warrants and payment therefor (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares or the Warrant Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), ) will be given by the Company to its transfer agent and ag▇▇▇ ▇▇▇ that the Conversion Shares or the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of Conversion Shares or the Conversion Warrant Shares. If a the Buyer or Warrant holder provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Conversion Shares, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent fo▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ving certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇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 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(f2(g) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 ActSecurities Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g5(l) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing Notes and Warrants; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in this Section shall affect transferring (or issuing) (electronically or in certificated form) any way the Buyer's obligations and agreement set forth in Section 2(g) hereof certificate for Conversion Shares or Warrant Shares to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If be issued to a Buyer provides the Company with an opinion upon conversion or exercise of counsel, reasonably satisfactory or otherwise pursuant to the Company Notes or the Warrants (as applicable), as and when required by the Notes or the Warrants (as applicable) and this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in form, substance respect thereof) on any certificate for any Conversion Shares and scope, that registration Warrant Shares as contemplated by the terms of a resale by such Buyer of any of the Securities is not required under the 1933 Actthis Agreement, the Company shall permit Notes and the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerWarrants. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for the Debentures in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Debentures in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 1933 Act, all registered in the name of the Buyer or its nominee and in such certificates shall bear denominations to be specified by the restrictive legend specified Buyer in Section 2(g) connection with each conversion of this Agreementthe Debentures. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act), Act will be given by the Company to its the 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 Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares or the Warrant Shares, as the case may be, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm . b. Subject to the Buyers, by vitiating the intent completeness and purpose accuracy of the transaction contemplated hereby. AccordinglyBuyer's representations and warranties herein, upon the conversion of any Debentures by a person who is a non-U.S. Person, and following the expiration of any then applicable Restricted Period (as those terms are defined in Regulation S), the Company acknowledges Company, shall, at its expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the remedy Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Buyer (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at law for a breach conversion representing the number of its obligations under shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 5 will be inadequate 5, however, shall affect in any way Buyer's or such nominee's obligations and agrees, in agreement to comply with all applicable securities laws upon resale of the event of a breach or threatened breach by the Company of Securities. (i) Subject to the provisions of this SectionAgreement and of the Debentures, the Company will permit the Buyer to exercise its right to convert the Debentures by telecopying or delivering an executed and completed Notice of Conversion to the Company and delivering within five (5) business days thereafter, the original Debentures being converted to the Company by express courier, with a copy to the transfer agent. (ii) The term "Conversion Date" means, with respect to any conversion elected by the holder of the Debentures, the date specified in the Notice of Conversion, provided the copy of the Notice of Conversion is telecopied to or otherwise delivered to the Company in accordance with the provisions hereof so that it is received by the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond Company on or other security being requiredbefore such specified date.

Transfer Agent Instructions. The Company shall issue to Computershare (the "Transfer Agent") irrevocable --------------------------- instructions for the Transfer Agent (the "Transfer Agent Letter", to its transfer agent to issue certificates, registered be in the name form of each Buyer or its nominee, for Exhibit I attached hereto) to establish three reserve accounts of authorized but unissued Common Stock (the "Reserve Account") to be used in conjunction with the Conversion Shares in such amounts as specified from time and the Warrant Shares and to time by each Buyer authorize the Transfer Agent to the Company accept and act upon conversion instructions of the Preferred Shares Buyers (in accordance the Form of Exhibit J attached hereto) in connection with the terms thereof Reserve Account. The Company hereby agrees to give a power of attorney (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSPower of Attorney")) as is evidenced by Exhibit K attached hereto. Prior to registration All acts done under such power of attorney are hereby ratified and approved and neither the Attorney-in-Fact nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law, as long as the Attorney-in-Fact is operating within the scope of the power of attorney and this Agreement and its exhibits. The power of attorney, being coupled with an interest, shall be irrevocable while any of the Notes or Preferred Stock remain unconverted, any of the Warrants remain unexercised or any portion of this Agreement remains unsatisfied. In addition, the Company shall give the Attorney-in-Fact resolutions executed by the Board of Directors of the Company which authorize (i) transfers of the Notes, the Preferred Stock and Warrants and (ii) future issuances of the Conversion Shares under the 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 5or Warrant Shares, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), will be given by the Company to its transfer agent and which resolutions state 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of they are irrevocable while any of the Securities is not required Notes or Preferred Stock remain unconverted or the any of the Warrants remain unexercised, or any portion of this Agreement remains unsatisfied. In the event that any sale, assignment or transfer under the 1933 Actthis Agreement involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Company transfer agent shall permit issue such Securities to the transferBuyer, andassignee or transferee, in as the case of the Conversion Sharesmay be, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerwithout any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5(b), that the Buyers a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSInstructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably in a form reasonable satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers 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 irrevocable --------------------------- instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit C for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares in accordance with Securities. (b) The Company shall not change its transfer agent without the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration express written consent of the Conversion Shares under Buyer, which may be withheld by the 1933 Act, all such certificates shall bear the restrictive legend specified Buyer in Section 2(gits sole discretion. (c) of this Agreement. The Company warrants that no instruction other than contrary to the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 5 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. ; provided, however, that if the Company’s common stock is eligible for DWAC delivery, the Conversion Shares will be delivered by DWAC. (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement agreements set forth in Section Sections 2(f), 2(g) and 4(m) hereof to comply with Rule 144 and all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities and the trading restrictions applicable to the Buyer. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇aving certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act), ) 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The After payment of the Purchase Price for each portion of the Shares, the Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nominee, for that portion of the Conversion Shares in such amounts as specified from time purchased by the Investor (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to time by each Buyer replace its transfer agent, and any Shares purchased have not yet been issued to the Investor, the Company upon conversion shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Preferred Shares in accordance with Agreement signed by the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior successor transfer agent to registration of the Conversion Shares under the 1933 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 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)6, will be given by the Company to its transfer agent respecting those purchased Shares 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 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 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale re-sale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) At the Closing, the Company shall deliver to the Holder the Irrevocable Transfer Agent Instructions, signed by the Transfer Agent of the Company’s Common Stock to indicate the Transfer Agent’s consent thereto. At such time as the Note shall be fully paid, the shares of Common Stock of the Company that are represented by the share certificate identified in the Irrevocable Transfer Agent Instructions shall have been sold by the Holder, or the Note shall be converted into the Convertible Debenture or otherwise satisfied, the Irrevocable Transfer Agent Instructions shall be cancelled, and shall be of no further force and effect, and promptly shall be returned to the Company. (b) The Company shall issue irrevocable --------------------------- warrants that it will give the Transfer Agent no instructions inconsistent with instructions to its transfer agent issue Common Stock from time to issue certificatestime upon exercise of the Warrants, registered in conversion of the name Contingent Convertible Debentures or exercise of each Buyer or its nomineethe Default Warrants, for the Conversion Shares as may be applicable from time to time, in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 ActTransfer Agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Agreement prior to registration of the Conversion Shares under the 1933 Securities Act), will registered in the name of the Holder or his nominee and in such denominations to be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, 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 Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's Holder’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. Securities. (c) If a Buyer the Holder provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer the Holder of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, and, transfer of the Securities. (d) The Company understands that a delay in the case delivery of certificates evidencing shares of Common Stock (“Conversion Certificates”), whether on foreclosure on collateral pledged pursuant to the Note, exercise of the Warrants, conversion of the Contingent Convertible Debentures, exercise of the Default Warrants or in payment of accrued interest, beyond the relevant delivery date therefor could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates Certificates in such name and in such denominations as specified by such Buyer. accordance with the following schedule: 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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 shall pay any payments incurred under this Section 5 will 6(d) in immediately available funds upon demand. Nothing herein shall limit the Holder’s right to pursue actual damages for the Company’s failure to issue and deliver the Conversion Certificates to the Holder within a reasonable time. Furthermore, in addition to any other remedies that may be inadequate and agreesavailable to a Holder, in the event that the Company fails for any reason to effect delivery of such Conversion Certificates within ten (10) Trading Days after the required delivery date therefor, the Converting Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company prior to the Converting Holder’s receipt of the relevant Conversion Certificates, whereupon the Company and the Converting Holder each shall be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that any payments contemplated by this Section 6(d) of this Agreement which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation. (e) If, after the Holder has submitted a Notice of Conversion, the Company fails for any reason to deliver the Conversion Certificates by the relevant delivery date therefor, and at any time thereafter prior to the actual delivery of the Conversion Certificates the Converting Holder purchases, in an arm’s-length open market transaction or otherwise, shares of Common Stock (the “Covering Shares”) in order to make delivery in satisfaction of a breach or threatened breach sale of Common Stock by the Converting Holder (the “Sold Shares”), which delivery such Converting Holder anticipated to make using the shares to be issued upon such conversion (a “Buy-In”), the Converting Holder shall have the right to require the Company of to pay to the provisions of this Section, that the Buyers shall be entitledConverting Holder, in addition to all and not in lieu of the amounts contemplated in other provisions of the Transaction Agreements, including, but not limited to, the provisions of the immediately preceding Section 6(d)), the Buy-In Adjustment Amount (as defined below). The “Buy-In Adjustment Amount” is the amount equal to the number of Sold Shares multiplied by the excess, if any, of (x) the Holder’s total purchase price per share (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds per share (after brokerage commissions, if any) received by the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately available remediesfunds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to an injunction restraining any breach and requiring immediate transfercover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, without the necessity of showing economic loss and without any bond or other security being requiredBuy-In Adjustment Amount which Company will be required to pay to the Holder will be $1,000.

Transfer Agent Instructions. A. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants undertakes and agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(f) hereof (in the case registration and sale of the Conversion Shares, prior to registration of the Company Exchange Shares and/or Conversion Shares under the 1933 Act), pursuant to an effective Securities Act registration statement will be given by the Company to its transfer agent for the Company Exchange Shares and/or Conversion Shares and that the Company Exchange Shares and the Conversion Shares issuable upon conversion of the Preferred Stock otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing contained in this Section V.A. shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the such Company Exchange Shares and/or Conversion Shares. If a If, at any time, Buyer or Tadeo provides the Company with ▇▇▇▇ an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a the resale by Buyer and Tadeo of such Buyer of any of the Securities Company Excha▇▇▇ ▇hares and/or Conversion Shares is not required under the 1933 ActSecurities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer, transfer of such Company Exchange Shares and/or Conversion Shares and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Company Common Stock without any restrictive legends endorsed thereon. B. Tadeo undertakes and agr▇▇▇ ▇▇▇▇ no instructions other than the instructions referred to in this Section V and customary stop transfer instructions prior to the registration and sale of the Tadeo Exchange Shares pursu▇▇▇ ▇o an effective Securities Act registration statement will be given to its transfer agent for Tadeo Exchange Shares and t▇▇▇ ▇he Tadeo Exchange Shares other▇▇▇▇ shall be freely transferable on the books and records of Tadeo as and to the extent ▇▇▇▇▇ded in this Agreement and applicable law. Nothing contained in this Section V.B. shall affect in any way the Company's obligations and agreement to comply with all applicable securities laws upon resale of such name Tadeo Exchange Shares. If, ▇▇ ▇▇y time, Company provides Tadeo with an opinion of co▇▇▇▇▇ reasonably satisfactory to Tadeo that registration of ▇▇▇ ▇esale by Company of such Tadeo Exchange Shares is no▇ ▇▇▇uired under the Securities Act and that the removal of restrictive legends is permitted under applicable law, the Tadeo shall permit the tran▇▇▇▇ of such Tadeo Exchange Shares and, ▇▇▇▇▇tly instruct Tadeo's transfer agent to i▇▇▇▇ ▇▇e or more certificates for Tadeo Common Stock without ▇▇▇ ▇estrictive legends endorsed thereon. C. The Company shall permit Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the Company in such denominations as specified by such Buyeraccordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach by it shall transmit the certificates evidencing the shares of its obligations hereunder will cause irreparable harm Company Common Stock issuable upon conversion of any Preferred Stock (together with certificates evidencing any Preferred Stock not being so converted) to the BuyersBuyer 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 five business days after receipt by the Company of the provisions Notice of this SectionConversion (the "Delivery Date"). Within five business days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Stock being converted. Buyer shall indemnify the Company for any damages to third parties as a result of a claim by such third party to ownership of the Preferred Stock converted prior to receipt of the Preferred Stock by the Company. D. The Company understands that a delay in the Buyers shall be entitled, issuance of the shares of Company Common Stock upon the conversion of the Preferred Stock could result in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss to Buyer. As compensation to Buyer for such loss (and without any bond or other security being required.not as a penalty), the Company agrees to pay to Buyer for late issuance of Company Common Stock issuable upon conversion of the Preferred Stock in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five (5) days from the Delivery Date):

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon proper conversion or exercise of the Preferred Shares in accordance with and the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration of the Conversion Shares or Warrant Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion 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 such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue irrevocable --------------------------- instructions to instruct its transfer agent to issue certificatescertificates (subject to the legend and other provisions hereof and in the Notes and the Warrants), registered in the name of each Buyer Purchaser or its nominee, for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer such Purchaser to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration Notes or exercise of the Conversion Shares under Warrants, as applicable. To the 1933 Actextent and during the periods provided in Sections 2(f) and 2(g) of this 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, 5 and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the transfer of the Conversion Shares, Shares or Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act)Securities Act or without an exemption therefrom, will shall 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyereach Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities law. (c) If any Purchaser provides the Company and the transfer agent with all applicable prospectus delivery requirementsan opinion of counsel, if anywhich opinion of counsel shall be in form, upon resale substance and scope customary for opinions of counsel in comparable transactions, to the Conversion Shares. If a Buyer effect that the Securities have been sold or transferred pursuant to an exemption from registration, or any Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company which opinion of counsel shall be in form, substance and scopescope customary for opinions of counsel in comparable transactions, to the effect that registration of a resale by such Buyer of any of the Securities is not required may be sold under the 1933 ActRule 144(k), the Company shall permit the transfer, transfer and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredPurchaser.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each the Buyer to the Company upon conversion of the Series A Preferred Shares in accordance with or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares or Warrant Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the Registration Rights Agreement, or the Warrant. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such the Buyer of any of the Securities Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent (in substantially the form attached hereto as Exhibit D) to issue certificates, or at a Buyer's request, to electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof of and upon exercise of the Paradise Warrants, (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction with respect to the Securities other than (i) the Irrevocable Transfer Agent Instructions referred to in first sentence of this Section 5, paragraph and (ii) stop transfer instructions (a) to give effect to Section 2(f) hereof (in the case of the Conversion Paradise Shares and the Warrant Shares, prior to registration of the Conversion Paradise Shares and the Warrant Shares under the 1933 Act), (b) to comply with any SEC or court order, or (c) to suspend use of a then effective registration statement in the event an amendment or supplement thereto is necessary, will be given by the Company to its transfer agent 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, the Registration Rights Agreement and the Registration Rights AgreementWarrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the 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 irrevocable --------------------------- instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit D for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares in accordance with Securities, for interest owed pursuant to the terms thereof Securities, and for any and all Liquidated Damages. (b) The Company shall not change its transfer agent without the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration express written consent of the Conversion Shares under Buyer, which may be withheld by the 1933 Act, all such certificates shall bear the restrictive legend specified Buyer in Section 2(gits sole discretion. (c) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to previously executed in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case favor of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), Buyer 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in generally acceptable form, substance and scope, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and, if such opinion provides that such legends can be removed, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the 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. Each of the Buyers acknowledge that the Company's transfer agent is not a participant in the electronic book entry transfer program and that such Buyer may not instruct the transfer agent to make electronic book entry transfers unless the Company gives the Buyers notice that its transfer agent is a participant in that program.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agents, and any subsequent transfer agent, to issue certificates, certificates or credit shares to the applicable balance accounts registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with Debentures, or exercise of the terms thereof Warrants, as applicable (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the 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, 5 and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), ▇▇▇▇ ▇▇▇) 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 Debentures, the Warrants and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, to the Company in formeffect that a public sale, substance and scope, that assignment or transfer of Securities may be made without registration of a resale by such Buyer of any of the Securities is not required under the 1933 ActAct or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144(k), the Company shall 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 certificates, or credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Initial Preferred Stock in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Acttransfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement, registered in the name of the Buyer or its nominee, and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act), Act will be given by the Company to its the 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 Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares or the Warrant Shares, as the case may be, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. . (i) The Company acknowledges that a breach will permit the Buyer to exercise its right to convert the Preferred Stock by it telecopying an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion to the BuyersCompany and delivering within two (2) business days thereafter, the original Notice of Conversion and the Preferred Stock being converted to the Company by vitiating express courier, with a copy to the intent and purpose transfer agent. (ii) The term "Conversion Date" means, with respect to any conversion elected by the holder of the transaction contemplated hereby. AccordinglyPreferred Stock, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, date specified in the event Notice of a breach Conversion, provided the copy of the Notice of Conversion is telecopied to or threatened breach otherwise delivered to the Company in accordance with the provisions hereof so that is received by the Company on or before such specified date, and the original certificate representing the Preferred Stock is received within two (2) business days. The Conversion Date for the mandatory conversion at maturity shall be the Maturity Date of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredPreferred Stock.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue certificatesCommon Stock from time to time upon exercise of the Warrant or conversion of the Note , registered in the name of each Buyer or its nomineeif applicable, for the Conversion Shares in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 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(f) hereof (registered in the case name of the Conversion Shares, prior Buyer or its nominee and in such denominations to registration be specified by the Holder in connection with each exercise of the Conversion Shares under Warrant or conversion of the 1933 Act)Note , will be given by if applicable,. Except as so provided, 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 Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion SharesWarrant Shares and shares issuable upon conversion of the Note, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Subject to the Buyers, by vitiating the intent and purpose provisions of the transaction contemplated hereby. Accordinglythis Agreement, the Company acknowledges will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company understands that a delay in the remedy at law issuance of the Shares of Common Stock beyond the Delivery Date (as defined in the Warrant) could result in economic loss to the Buyer. As compensation to the Buyer for a breach such loss, the Company agrees to pay late payments to the Buyer for late issuance of its obligations Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date): (2) Late Payment For Each $10,000 of Exercise Price of Warrant Being No. Business Days Late Exercised -------------------------------------------------------------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5 will in immediately available funds upon demand as the Buyer's exclusive remedy (other than the following provisions of this Section 5(e)) for such delay. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the tenth Trading Day after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by delivering a notice to such effect to the Company, whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Exercise; provided, however, that an amount equal to any payments contemplated by this Section 5(c) which have accrued through the date of such revocation notice shall remain due and owing to the Exercising Holder notwithstanding such revocation. (ii) If, by the close of business on the fifth Trading Day after the Delivery Date, the Company fails for any reason to deliver the Shares to be issued upon exercise of the Warrant and after such fifth Trading Day, the Holder of the Warrant being exercised (an "Exercising Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a breach or threatened breach sale of Common Stock by the Company of Exercising Holder (the provisions of this Section"Sold Shares"), that which delivery such Exercising Holder anticipated to make using the Buyers Shares to be issued upon such exercise (a "Buy-In"), the Exercising Holder shall be entitledhave the right, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.--------------------

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for each Debenture in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Debenture in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 1933 Act, all registered in the name of the Buyer or its nominee and in such certificates shall bear denominations to be specified by the restrictive legend specified Buyer in Section 2(g) connection with each conversion of this Agreementthe Debenture. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act), Act will be given by the Company to its the 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 Agreement, the Registration Rights Agreement, and applicable law. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, its transfer agent that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Debenture by telecopying an executed and completed Notice of Conversion, in the form attached to the Form of Debenture attached hereto as ANNEX I, to the Company and delivering within three business days thereafter, the original Notice of Conversion and the Debenture representing the Shares to the Company by express courier to the Transfer Agent. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges will transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Debenture (together with a replacement Debenture representing the any principal amount not so converted) to the Buyer via express courier, by electronic transfer or otherwise, within three business days after receipt by the transfer agent of the original Notice of Conversion and the Debenture representing the Shares to be converted (the "Delivery Date"). d. The Company understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyers, by vitiating Buyer. As compensation to the intent and purpose of the transaction contemplated hereby. AccordinglyBuyer for such loss, the Company acknowledges that agrees to pay late payments to the remedy at law Buyer for a breach late issuance of its obligations Shares upon Conversion in accordance with the following schedule (where "No. Business Days Late" is defined as the number of business days beyond five (5) business days from Delivery Date: Late Payment For Each $10,000 of Debenture No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $ 100 2 $ 200 3 $ 300 4 $ 400 5 $ 500 6 $ 600 7 $ 700 8 $ 800 9 $ 900 10 $1,000 >10 $1,000 +$200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5 will in immediately available funds upon demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to the Buyer. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Buyer, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such shares of Common Stock within five business days after the provisions Delivery Date, the Buyer will be entitled to revoke the relevant Notice of this Section, that Conversion by delivering a notice to such effect to the Buyers Company whereupon the Company and the Buyer shall each be entitled, in addition restored to all other available remedies, their respective positions immediately prior to an injunction restraining any breach and requiring immediate transfer, without the necessity delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer Investor or its nomineerespective nominee(s), for the Conversion Exchange Warrant Shares in such amounts as specified from time to time by each Buyer Investor to the Company upon conversion exercise of the Preferred Shares Exchange Warrants (in accordance with the terms thereof (form attached hereto as Exhibit B, the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions")) unless such issuance is prohibited by Section 2(g) of the Exchange Warrants. Prior to registration of the Conversion Exchange Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), will be given by the Company to its transfer agent with respect to the Exchange Warrant Shares 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer an Investor provides the Company with an opinion of counsel, in a form reasonably satisfactory to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer Investor of any of the such Securities is not required under the 1933 ActAct or such Investor provides the Company with 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 Exchange Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerInvestor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, affected Investor 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 would be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5, that the Buyers 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. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 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(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)Registration Rights Agreement, will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of, or in lieu of interest payments on the Debentures 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 and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a Buyer the Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory (as to both the identity of such counsel and the content of such opinion) to the Company in form, substance and scope, its counsel that registration of a resale by such Buyer the Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion SharesCommon 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 Purchaser. b. The Company will permit the Purchaser to exercise its right to convert the Debentures 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 original Debentures) or Form of Election to Purchase (and the related original 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 to the Company 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 Debenture or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) or upon conversion of the Debentures and exercise of the Warrants to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days in the case of conversion of the Debentures, or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, such Buyerconversion of the Debentures 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. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Debentures or 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. d. 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 the Debentures or upon exercise of the Warrants the sum of $2,500 per day for each $100,000 in aggregate principal amount of Debentures that are being converted or for any or all shares of Common Stock being purchased upon the exercise of the 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 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 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 SectionSection 5, that "business day" shall mean any day in which the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate 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.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 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(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Warrants and shares of Common Stock in the case of manner contemplated by the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)Registration Rights Agreement, will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of the Debentures 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 and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a Buyer the Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory (as to both the identity of such counsel and the content of such opinion) to the Company in form, substance and scope, its counsel that registration of a resale by such Buyer the Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion SharesCommon 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 such Buyerthe Purchaser. b. The Purchaser shall exercise its right to convert the Debentures or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Subscription Form, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related original debentures) or Subscription Form (and the related original Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Subscription Form is faxed in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company acknowledges will transmit the certificates representing the Common Stock issuable upon conversion of any Debenture or upon exercise of any Warrants (together with the debentures not so converted, or the Warrants not so exercised) to the Purchaser via express courier as soon as practicable, but in all events no later than seven (7) days in the case of conversion of the Debentures or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (each such delivery date, is referred to herein as a "Delivery Date"). For purposes of this Agreement, such conversion of the Debentures or the exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. (i) The Company understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm Common Stock beyond the applicable Delivery Date could result in an economic loss to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebyPurchaser. AccordinglyAs a result, the Company acknowledges agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of the Debentures or upon exercise of the Warrants (each such event a "Conversion Default") the Periodic Amount (as defined below). (ii) The "Periodic Amount" to be paid by the Company to the Purchaser as of each thirty (30) day period during which a Conversion Default shall be in effect (each such period, a "Default Period") shall be equal to two percent (2%) of the purchase price paid by the Purchaser (the "Purchase Price") for all of the Units; provided that, with respect to any Default Period during which the relevant Conversion Defaults shall have been cured, the Periodic Amount shall be pro rated for the number of days during such period during which the Conversion Defaults were pending; and provided, however, that the remedy payment of such Periodic Amounts shall not relieve the Company from its continuing obligations to convert the Warrants and Shares pursuant to the terms thereof. (iii) Each Periodic Amount shall be payable by the Company in cash or other immediately available funds to the Purchaser monthly, without demand therefor by the Purchaser; provided that, if the Periodic Amount for any Default Period shall exceed an aggregate of $100,000, the Company shall only be obligated to pay an aggregate of $100,000 of the such amount in cash, and the remainder in Shares of Common Stock (such amounts of cash and stock shall be pro rated for the Purchaser in accordance with the percentage it holds of the aggregate principal amount outstanding under the Debentures). To the extent any portion of the Periodic Amount shall be paid in Shares, such Shares shall be issued at law for the Applicable Conversion Price (as defined in the Debentures). If the Company shall not remit the Periodic Amounts payable to Purchaser as set forth in paragraph (ii) above, the Company will pay Purchaser reasonable costs of collection, including attorneys' fees, in addition to the Periodic Amounts. (iv) The parties acknowledge that the damages which may be incurred by the Purchaser upon a breach Conversion Default may be difficult to ascertain. The parties agree that the Periodic Amount represents a reasonable estimate on the part of its obligations under the parties, as of the date of this Agreement, of the amount of such damages. d. The Company shall pay any payments that are payable to the 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 Subscription Form. For purposes of this SectionSection 5, that "business day" shall mean any day in which the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate 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.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 ActSecurities Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementthe applicable Note. The Company warrants that that: (a) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 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 each Note; (b) 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 Registration Rights Buyer upon conversion of or otherwise pursuant to any Note, as and when required by such Note or this Agreement; and (b) 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 as contemplated by the terms of this Agreement and any Note, as applicable. Nothing in this Section shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale re-sale of the Conversion SharesSecurities. If a the Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel, reasonably satisfactory to the Company counsel in form, substance and scopescope customary for opinions in comparable transactions, to the effect that registration of a resale by such Buyer public sale or transfer of any of Securities may be made without registration under the Securities Act and such sale or transfer is not required under effected or (ii) the 1933 ActBuyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent 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 BuyerCommon Stock is transferred electronically as DWAC (as defined in the applicable Note) shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the BuyersBuyer, 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, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in accordance with the terms thereof Investor Registration Rights Agreement). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"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 unless the successor transfer agent has executed the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the 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(f2(g) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as EXHIBIT E to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent f▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇aving certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Secured Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Secured Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇ifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer 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, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act), ) 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer the Purchaser or its nomineerespective nominee(s), for the Conversion Shares, the Repricing Shares, the Warrant Shares, and the Callable Warrant Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon conversion of the Preferred Shares Bridge Notes, except as provided in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Section 7.8 herein. Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 4.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 57.12, and stop transfer instructions to give effect to Section 2(f) 4.7 hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares such shares under the 1933 Act), will A▇▇) ▇▇▇▇ be given by the Company to its transfer agent and that the Bridge Notes and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 7.12 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Bridge Notes or Conversion Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Purchaser of any of the Securities Bridge Notes or Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyerthe Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchaser 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 7.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 7.12, that the Buyers Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case transfer of the Conversion Shares, Shares promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series A Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), will ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Series A Preferred Shares and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Series A Preferred Shares or Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer of any of the Securities Series A Preferred Shares or the Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Buyer Purchaser or its nomineerespective nominee(s), for the Conversion Repricing Shares in such amounts as specified from time to time by each Buyer the Purchaser to the Company upon conversion of the Preferred Shares Repricing Warrants, except as provided in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS")Section 4.11 herein. Prior to registration of the Conversion Purchased Common Shares and Repricing Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 2.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 54.13, and stop transfer instructions to give effect to Section 2(f) 2.6 hereof (in the case of the Conversion Repricing Shares, prior to registration of the Conversion Shares such shares under the 1933 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 Registration Rights Agreement. Nothing in this Section 4.13 shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Purchased Common Shares or Repricing Shares. If a Buyer the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer any Purchaser of any of the Securities Purchased Common Shares or Repricing Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Repricing Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerPurchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, Purchasers 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 4.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 4.13, that the Buyers Purchasers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof therewith (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Series B Preferred Shares as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Series B Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 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(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)Registration Rights Agreement, will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of, or in lieu of interest payments on the Debentures 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 and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a Buyer the Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory (as to both the identity of such counsel and the content of such opinion) to the Company in form, substance and scope, its counsel that registration of a resale by such Buyer the Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion SharesCommon 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 Purchaser. b. The Company will permit the Purchaser to exercise its right to convert the Debentures 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 original Debentures) or Form of Election to Purchase (and the related original 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 to the Company 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 Debenture or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) or upon conversion of the Debentures and exercise of the Warrants to the Purchaser via express courier as soon as practicable, but in all events no later than five (5) business days in the case of conversion of the Debentures, or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, any conversion of the Debentures 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. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Debentures or the exercise of the Warrants, provided the Company's transfer agent is participating in the Depository 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 Buyerrequest 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. d. 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 interest payments on, the Debentures or upon exercise of the Warrants the sum of $2,500 per day for each $100,000 in aggregate principal amount of Debentures that are being converted or for any or all shares of Common Stock purchased upon the exercise of the 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 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 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 SectionSection 5, that "business day" shall mean any day in which the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate 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.

Transfer Agent Instructions. a. The Company shall issue irrevocable --------------------------- warrants that, except as required by law, with respect to the Securities, other than the stop transfer instructions to its transfer agent give effect to Section 4(a) hereof, it will give the Transfer Agent no instructions inconsistent with instructions to issue certificates, registered in Common Stock representing the name Purchased Shares and from time to time upon exercise of each Buyer or its nominee, for the Conversion Shares Warrants in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion Transfer Agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 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(f) hereof (registered in the case name of the Conversion Shares, prior Buyer or its nominee and in such denominations to registration of the Conversion Shares under the 1933 Act), will be given specified by the Company to its transfer agent and that Holder in connection therewith. Except as so provided, 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 Registration Rights Agreementother Transaction Agreements. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Purchased Shares or of the Warrant Shares, promptly instruct its transfer agent the Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm . b. Subject to the 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 SectionAgreement, that the Buyers Company will permit the Buyer to exercise its right to exercise the Warrants in the manner contemplated by the Warrants. c. In lieu of delivering physical certificates representing the Common Stock issuable upon exercise of a Warrant or at the request of the Holder with respect to the Purchased Shares or Warrant Shares previously issued, provided the Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall be entitleduse its best efforts to cause the Transfer Agent to electronically transmit to the Holder the Common Stock issuable upon exercise of the Warrant or in replacement of Purchased Shares or Warrant Shares previously issued by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. d. The Company shall assume any fees or charges of the Transfer Agent or Company counsel regarding (i) the removal of a legend or stop transfer instructions with respect to Registrable Securities, and (ii) the issuance of certificates or DTC registration to or in addition the name of the Holder or the Holder's designee or to all other available remediesa transferee as contemplated by an effective Registration Statement. e. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Buyer or the Buyer's representatives upon the request of the Buyer or any such representative, to an injunction restraining any breach and requiring immediate transferthe extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Buyer in connection with a Notice of Exercise, without or (ii) the necessity number of showing economic loss and without any bond outstanding shares of Common Stock of all shareholders as of a current or other security being requiredspecified date. At the request of the Buyer, the Company will provide the Buyer with a copy of the authorization so given to the Transfer Agent.

Transfer Agent Instructions. (a) The Company shall issue irrevocable --------------------------- instructions the Transfer Agent Instructions to its transfer agent to issue certificatesin the form attached hereto as Exhibit B for the purpose of having certificates issued, registered in the name of each the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Securities as specified from time to time by each the Buyer to the Company upon conversion of the Preferred Shares Securities, for interest owed pursuant to the Securities, and for any and all Liquidated Damages (as this term is defined in accordance with the terms thereof Investor Registration Rights Agreement). (b) The Company shall not change its transfer agent without the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration express written consent of the Conversion Shares under Buyer, which may be withheld by the 1933 Act, all such certificates shall bear the restrictive legend specified Buyer in Section 2(gits sole discretion. (c) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 5 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 Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope and substance and scope, customary for opinions of counsel in comparable transactions to the effect that registration of a resale by such the Buyer of any of the Securities Conversion Shares is not required under the 1933 Securities Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent fo▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ving certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid a ▇▇▇▇ ▇▇▇ ▇▇ ▇▇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 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(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, form and substance and scopewhich is generally acceptable, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the 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(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of counselcounsel (which counsel and the form, reasonably satisfactory substance and scope of such opinion shall be acceptable to the Company in form, substance and scopeits reasonable judgment), that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the 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, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with or exercise of the terms thereof Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration To the extent and during the periods provided in Sections 2(f) and 2(g) of the Conversion Shares under the 1933 Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act), 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement agreements set forth in Section 2(g) hereof to comply sell pursuant to an effective Registration Statement or in compliance with all an exemption from the registration requirements of applicable prospectus delivery requirements, if any, upon resale of the Conversion Sharessecurities laws. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scopescope customary for opinions of counsel in similar transactions, that registration of a resale by such Buyer of any of the such Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder under this Agreement will cause irreparable harm to the Buyers, 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 hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Sectionhereunder, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing Butler Gonzalez LLP as its agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ having certificates issued, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Butler Gonzalez LLP shall be paid ▇ ▇▇▇▇ ▇▇▇ ▇▇ 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, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 1933 Act), ) will be given by the Company to Co▇▇▇▇▇ ▇▇ 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 set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificates, registered in the name of each Buyer the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debentures as specified from time to time by each Buyer the Buyer(s) to the Company upon conversion of the Preferred Shares in accordance with the terms thereof Convertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the 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(f) hereof (in the case of the Conversion Shares, Shares prior to registration of the Conversion Shares such shares under the 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion Shares. If a Buyer the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, and substance and scopeto the Company, that registration of a resale by such Buyer the Buyer(s) of any of the Securities Conversion Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Within one business day following each Closing Date, the Company shall issue irrevocable --------------------------- instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificatescertificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares Notes issued on such Closing Date or to GTU Ops Inc in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of event that the Conversion Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementare not registered at that time. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 55(b), and stop transfer instructions to the extent necessary at any time to give effect to Section 2(f2(g) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company Company, as and applicable, to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Sharesother Transaction Documents. If a Buyer provides the Company with an opinion of counseleffects a sale, reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required under the 1933 Actin accordance with Section 2(g), the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC or GTU Ops as appropriate in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transaction contemplated herebya Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 5(b), that the Buyers a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer Purchaser or its nomineerespective nominee(s), for the Preferred Stock, the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer Purchaser to the Company upon conversion of the Notes, the Preferred Shares Stock or exercise of the Warrants in accordance with the terms thereof form of Exhibit H attached hereto (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"“Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 3.14 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the Securities Act or the Purchaser provides the Company in form, substance and scope, with reasonable assurances that registration such Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by such Buyer of any of the Securities is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Preferred Stock, Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.14 will cause irreparable harm to the Buyers, Purchasers 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 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.14, that the Buyers Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Prior to the Closing Date, the Company shall issue irrevocable --------------------------- instructions to its transfer agent will (1) execute and deliver the Transfer Agent Instructions in the form attached hereto as ANNEX IV and thereby irrevocably instruct, American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates, registered in the name of each Buyer or its nominee, certificates for the Conversion Common Shares from time to time upon conversion of the Preferred Shares and the Dividend Shares and exercise of the Warrants in such amounts as specified from time to time by each Buyer to the Company upon Transfer Agent in the Notices of Conversion surrendered in connection with such conversions and referred to in Section 5(b) of this Agreement and the Form of Subscription in the form attached to the Warrants and (2) appoint the Transfer Agent the conversion of agent for the Preferred Stock and the exercise agent for the Warrants. The certificates for the Common Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 Act, all such certificates shall may bear the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the resale of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its designee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares or Dividend Shares or exercise of the Warrants. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 5, and (y) stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration of the Conversion resale of the Common Shares under the 1933 Act), Act and (z) the instructions required by Section 3(n) of the Registration Rights Agreement will be given by the Company to its transfer agent the Transfer Agent and that the Conversion Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 5(a) shall affect limit in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable the registration and prospectus delivery requirements, if any, requirements of the 1933 Act upon resale of the Conversion Shares. If a the Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company in form, substance and scopeits legal counsel, that registration of a resale by such the Buyer of any of the Securities Shares is not required under the 1933 Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Conversion SharesCommon Shares in accordance with clause (1)(B) of Section 4(a) of this Agreement, promptly instruct its the Company's transfer agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the Buyer within three trading days after receipt of such Buyeropinion. The Company acknowledges that a breach by it of its Nothing in this Section 5(a) shall limit the obligations hereunder will cause irreparable harm to the 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 3(n) of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredRegistration Rights Agreement.

Transfer Agent Instructions. The a. Promptly following the purchase by the Buyer of the Preferred Stock in accordance with Section 1(c) hereof, the Company shall issue irrevocable --------------------------- instructions to will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Buyer or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by each Buyer the Company to the Company upon conversion transfer agent, bearing the restrictive legend specified in Section 4(b) of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior this Agreement prior to registration of the Conversion Shares under the 1933 Act, all registered in the name of the respective Buyer or its permitted assigns and in such certificates shall bear denominations to be specified by such Buyer in connection with each conversion of the restrictive legend specified in Section 2(g) of this AgreementPreferred Stock. The Company warrants that if the Buyer is not in breach of the representations and warranties contained in this Agreement, no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(f4(a) hereof (in the case of the Conversion Shares, prior to registration and sale of the Conversion Shares under the 1933 Act), Act will be given by the Company to its the 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 Registration Rights Agreementapplicable law. Nothing in this Section shall affect in any way the Buyer's ’ obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a any Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory to the Company in form, substance and scope, that registration of a resale by such Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Converted Shares or the Warrant Shares, as the case may be, promptly instruct its the Company’s transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by such the Buyer. . (i) The Company acknowledges that a breach will permit the Buyer to exercise their rights to convert the Preferred Stock by it telecopying or delivering an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion to the BuyersCompany and delivering, by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglywithin five (5) business days thereafter, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by original Preferred Stock being converted to the Company of by express courier, with a copy to the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being requiredtransfer agent.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent (in the form attached hereto as Exhibit D) to issue certificates, or at a Buyer's request when the legend set forth in Section 2(g) is not required, to electronically issue such shares (e.g., through DWAC or DTC), registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Shares or Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Series A Preferred Shares in accordance with Stock or exercise of the terms thereof Warrants, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 ActAct and transfer of such shares to a holder other than the Buyer, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 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 Agreement, the Registration Rights Agreement, the Certificate of Determination and the Warrants. Nothing in this Section 5 shall affect in any way the each Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of any of the Conversion SharesSecurities. If a Buyer provides the Company with an opinion of reasonably satisfactory counsel, reasonably satisfactory in form and substance to the Company in form, substance and scopeCompany, that registration of a resale by such Buyer of any of the Securities is not required under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion 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 such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 SectionSection 5, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the 1933 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(fSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act)Registration Rights Agreement, will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon conversion of, or in lieu of interest payments on the Debentures 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 and Agreement, the Registration Rights AgreementAgreement and applicable law. Nothing in this Section shall affect in any way the BuyerPurchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, securities laws upon resale of the Conversion SharesSecurities. If a Buyer the Purchaser provides the Company with an opinion of counsel, counsel reasonably satisfactory (as to both the identity of such counsel and the content of such opinion) to the Company in form, substance and scope, its counsel that registration of a resale by such Buyer the Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall permit the transfer, transfer of the Securities and, in the case of the Conversion SharesCommon 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 Purchaser. b. The Company will permit the Purchaser to exercise its right to convert the Debentures 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 original Debentures) or Form of Election to Purchase (and the related original 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 to the Company 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 Debenture or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) or upon conversion of the Debentures and exercise of the Warrants to the Purchaser via express courier as soon as practicable, but in all events no later than four (4) business days in the case of conversion of the Debentures, or five (5) business days in the case of the exercise of any Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, any conversion of the Debentures 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. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of the Debentures or 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 Buyerrequest 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. d. 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 interest payments on, the Debentures or upon exercise of the Warrants the sum of $2,000 per day for each $100,000 in aggregate principal amount of Debentures that are being converted or for any or all shares of Common Stock purchased upon the exercise of the 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 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 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 SectionSection 5, that "business day" shall mean any day in which the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate 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.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer Purchaser or its nomineerespective nominee(s), for the Conversion Common Shares in such amounts as specified from time to time by each Buyer Purchaser to the Company upon conversion issuance of the Preferred Common Shares in accordance with the terms thereof form of Exhibit D attached hereto (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Common Shares under the 1933 Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act), 3.7 will be given by the Company to its transfer agent and that the Conversion Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section 3.7 shall affect in any way the Buyereach Purchaser's obligations and agreement agreements set forth in Section 2(g) hereof 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Common Shares. If a Buyer Purchaser provides the Company with an opinion of counsel, in a form reasonably satisfactory acceptable to the Company in formand its counsel, substance and scopeto the effect that a public sale, assignment or transfer of the Common Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that registration the Common Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a resale by such Buyer of any of the Securities is not required under the 1933 Actparticular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of a transfer of the Conversion Common Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such BuyerPurchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.7 will cause irreparable harm to the Buyers, Purchasers 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 3.7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionSection 3.7, that the Buyers Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall issue irrevocable --------------------------- instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Buyer or its nomineerespective nominee(s), for the Conversion Exchange Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion exchange of amounts outstanding under the Preferred Shares in accordance with the terms thereof Note or exercise of any Warrant (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions"). Prior to registration If any of the Conversion Shares have been issued in a transaction registered under the 1933 Act, all the Company shall promptly notify the transfer agent that any certificates evidencing such certificates Shares shall bear the be issued without any restrictive legend specified in Section 2(g) of this Agreementlegend. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Article V, and stop transfer instructions to give effect to Section 2(f) 2.7 hereof (in the case of the Conversion Shares, prior to registration issuance of the Conversion Exchange Shares or any of the Warrant Shares in a transaction exempt from registration under the 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares. If a Buyer provides the Company with an opinion of counsel, in form and substance reasonably satisfactory acceptable to the Company in formCompany, substance and scopeto the effect that a public sale, that registration of a resale by such Buyer of any assignment or transfer of the Securities is not required Shares may be made without registration under the 1933 ActAct or Buyer provides the Company with assurances required by Section 2.6 of this Agreement that the Shares can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, 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 V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this SectionArticle V, that the Buyers 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.