Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 Section 5, that 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each 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 such each Purchaser to the Company upon conversion of in a form acceptable to the DebenturesPurchasers (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Debenture Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 144Act, 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 such instructions 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 Shares 3.1 hereof, prior to registration of the Conversion Debenture Shares and the Warrant Shares under the Securities Act, will be given by the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawAgreement. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, form and substance and scope customary for opinions of counsel in comparable transactionsreasonably satisfactory to the Company, to the effect that a public sale, assignment or transfer of the Securities to Debentures, the Debenture Shares, the Warrants and the Warrant Shares may be made without registration under the Act or the Purchaser provides the Company with reasonable assurances that the Warrants, the Debenture Shares and the Warrant Shares can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 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 a Purchasersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the 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 Section 53.13, that a Purchaser the 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 On or prior to each Closing Date, the Company shall instruct 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 certificatesbook-entry statements or credit shares (to the extent unrestricted shares are issued) to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementPreferred Shares. The Company represents and warrants that no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent the Transfer Agent with respect to such Conversion Shares, and that that, assuming the accuracy of each Buyer’s representations and warranties hereunder, the 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, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawother Transaction Documents. If a Purchaser provides the Company with an opinion Buyer effects a sale, assignment or transfer of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with this Agreement and the other Transaction Documents, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates book-entry statements or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by a Purchasersuch Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the intent and purpose of the transaction contemplated herebyBuyer. 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 Section 55(b), that a Purchaser 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 Transfer Agent on the effective date of the Prospectus Supplement. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the Securities shall be borne by the Company.

Transfer Agent Instructions. (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent to issue the Initial Purchase Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) representing the Initial Purchase Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 instruct its 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 to issue certificatesof the Company, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified may be requested from time to time by such Purchaser 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 Company upon conversion Transfer Agent, and any subsequent transfer agent, irrevocable instructions in the 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 Debentures. Prior to registration of Purchase Shares in accordance with the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) terms of this Agreement. The Company represents and warrants that to the Subscriber that, while this Agreement is effective, no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent the Transfer Agent with respect to the Initial Purchase Shares and that the Securities 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, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a PurchaserEffective Date. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 Section 5(b) within five (5) Business Days of the Subscriber providing the deliveries referred to above, that a Purchaser shall be entitledthe Company 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 issuance and 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 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 will irrevocably instruct its transfer agent to issue certificates, registered in d or Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer (or holder) provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer (or holder) of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 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 the Buyer (or holder). b. The Company will permit the Buyer or holder to exercise its right to convert the Preferred Stock by taxing an executed and completed Notice of Conversion to the Company and delivering within three business days thereafter, a Purchasercopy 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 of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating delay in the intent and purpose issuance of the transaction contemplated herebyShares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. AccordinglyAs compensation to the Buyer 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. Late Payment For Each $10,000 No. Business days Late Preferred Share Being Converted ----------------------- ------------------------------- 1 0 2 0 3 $50 4 $100 5 $150 6 $200 7 $250 8 $300 9 $400 10 $500 greater 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 5, that a Purchaser Conversion by delivering notice to such effect to the 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 issuance and 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of a Debenture (the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). The Company warrants to the Buyer that no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent with respect to the Securities and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and subject to the Debenturesprovisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Securities to may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 in such name and in such denominations as specified by a Purchaserthe Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the 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 instruct its transfer agent to issue certificates, registered in On the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) date of this Agreement, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in the form heretofore furnished to the Company, to issue the Purchase Shares, the Commitment Shares and the Warrant Shares in accordance with the terms of this Agreement and the Warrant, as applicable (the “Irrevocable Transfer Agent Instructions”). All Purchase Shares, Commitment Shares and Warrant Shares to be issued to or for the benefit of the Investor pursuant to this Agreement and the Warrant, as applicable, shall be issued as DWAC Shares. The Company represents and warrants to the Investor that no instruction other than such instructions 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 Securities Act, 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares, Commitment Shares and that Warrant Shares, and the Securities shall otherwise be freely transferable on the books and records of the Company as Company. Certificates and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell other instruments evidencing the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such shall not bear any restrictive or other legend. If the Investor effects a sale) , assignment or in compliance with an exemption from transfer of the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationSecurities, 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 a Purchaserthe Investor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that a Purchaser the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Investor or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Investor to the Company upon conversion of the DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g2(d) of this AgreementAgreement until such legend is permitted to be removed pursuant to the last paragraph of Section 2(g). The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(e) hereof (in the case of the Conversion Shares Shares, prior to registration of the Conversion Shares under the Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section 5 shall affect in any way each PurchaserInvestor's obligations and agreement agreements set forth in Section 2(f2(d) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionsa form reasonably acceptable to the Company, to the effect that the public sale, assignment or transfer of the Securities may be made without registration under the 1933 Act or the Investor provides the Company with assurances reasonably acceptable to the Company that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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, Shares promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by a Purchasersuch Investor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Investors by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that 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.be

Transfer Agent Instructions. The Company shall instruct issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawConversion Shares. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct issue --------------------------- irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon proper conversion of the DebenturesDebentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company shall will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than such instructions referred to in this Section 5. The Registration Rights Agreement, 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this the Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock and exercise the Warrants by telecopying an executed and completed Notice of Conversion or Notice of Exercise to the Company and delivering within three business days thereafter, the original Notice of Conversion or Notice of Exercise and the certificate for the Preferred Stock representing the Shares or the Warrant to the Company by express courier. Each date on which a PurchaserNotice of Conversion or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The company will immediately confirm receipt of such notice by telecopy and transmit the certificates representing the Shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, within three business days after receipt by the company of the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (the "Delivery Date"). c. The Company acknowledges understands that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating delay in the intent and purpose issuance of the transaction contemplated herebyShares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. AccordinglyAs compensation to the Buyer for such loss, the Company acknowledges that agrees to pay late payments, [not exceeding $200,000 per tranche], 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 three (3) business days from Delivery Date: Late Payment for Each $10,000 of Preferred Stock 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 a 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 5Conversion 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 Conversion (and in such event, that a Purchaser the late payments described above shall not be entitled, in addition to all other available remedies, to an injunction restraining any breach due and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being requiredpayable).

Transfer Agent Instructions. (a) The Company shall instruct issue the Irrevocable Transfer Agent Instructions to its transfer agent, and any subsequent transfer agent, irrevocably appointing D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as the Company's agent for purpose instructing its transfer agent to issue certificatescertificates or credit shares to the applicable balance accounts at The Depository Trust Company ("DTC"), registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts and the Warrant Shares issued upon conversion of the Debenture or exercise of the Warrants as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the Debentures. Prior to registration Debenture or exercise of the Conversion Shares under Warrants. The Company shall not change its transfer agent without the Securities Act or resale express written consent of such Securities under Rule 144the Buyers, all such certificates shall bear which may be withheld by the restrictive legend specified Buyers in Section 2(g) of this Agreementtheir sole discretion. The Company warrants that no instruction other than such instructions 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 Securities Act, 7 will be given by the Company to its transfer agent agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawother Transaction Documents. If a Purchaser provides the Company with an opinion Buyer effects a sale, assignment or transfer of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with Section 4(f), 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 or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by a Purchasersuch Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Company shall instruct the transfer agent to issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 7 shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 57, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser replace its transfer agent, the Company shall provide, prior to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale closing date of such Securities under Rule 144replacement, all such certificates shall bear a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the restrictive legend specified in Section 2(g) of this AgreementAgreement signed by the successor transfer agent to Company. The Company warrants that that: (i) no instruction other than such instructions 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 Securities Act6, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement; (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 Registration Rights Agreement Buyer as and when required by the DebenturesAgreement; 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 each Purchaser's the Buyer’s obligations and agreement set forth in Section 2(f2(g) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a comply with all applicable prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counseldelivery requirements, which opinion of counsel shall be in formif any, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 upon re-sale 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 a PurchaserSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for the Initial Debentures in accordance with Section 1(c) hereof, the Company shall will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Debentures in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Debentures. The Company warrants that no instruction other than such inconsistent with the instructions referred to in this Section 5, 5 and the 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent with respect to the Shares and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 a Purchaser. the Buyer. (i) The Company acknowledges that a breach will permit the Buyer to exercise its right to convert the Debentures by it telecopying or delivering an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion to a Purchaser by vitiating the intent Company and purpose of the transaction contemplated hereby. Accordinglydelivering, within 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 Debentures being converted to the Company of by express courier, with a copy to the provisions of this Section 5, that 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 requiredtransfer agent.

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

Transfer Agent Instructions. The 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 will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Debenture in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer 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 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 Securities Act, Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, 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 a Purchaser. 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 a Purchaser by vitiating the intent Company and purpose of the transaction contemplated hereby. Accordinglydelivering within three (3) business days thereafter, the Company acknowledges that original Notice of Conversion, together with the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agreesoriginal Debenture, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that 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 requiredexpress courier.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, a form reasonable satisfactory to the effect Company, that registration of a resale by such Buyer of any of such Securities is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesSeries A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Series A Preferred Shares or Conversion Shares. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of the Securities to be sold Series A Preferred Shares or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each Purchaser or its nomineerespective nominee(s), for the Conversion Repricing Shares in such amounts as specified from time to time by such the Purchaser to the Company upon conversion of the DebenturesRepricing Warrants, except as provided in Section 4.11 herein. Prior to registration of the Conversion Purchased Common Shares and Repricing Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Shares Repricing Shares, prior to registration of the Conversion Shares such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 4.13 shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Purchased Common Shares or Repricing Shares. If a the Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by any Purchaser of any of the Securities to be sold Purchased Common Shares or transferred may be sold or transferred pursuant to an exemption from registrationRepricing 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 a such Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 Section 54.13, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants in accordance with the terms therewith (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 covenants and agrees that, promptly following execution and delivery of this Agreement, it shall instruct issue irrevocable instructions (the "Irrevocable Transfer Agent Instructions") to its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares Common Stock, and any subsequent transfer agent, such instructions to be in such amounts form and substance annexed hereto as specified from time EXHIBIT H, to time by such Purchaser to the Company upon conversion facilitate trades of the Debentures. Prior Underlying Shares and to registration permit the Subscriber to timely deliver within any applicable settlement period certificates representing such shares in connection with any transfer or disposition of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementUnderlying Shares. The Company warrants that further covenants and agrees that, except as otherwise required by law, no instruction instruction, other than such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities ActIrrevocable Transfer Agent Instructions, will be given by the Company to its transfer agent and that the Securities Underlying Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement Agreement. Each of the Subscriber and the Debentures. Nothing in Company acknowledge and agree that their respective obligations pursuant to this Section shall affect in any way 5.6 are subject to compliance by each Purchaserof them with applicable securities laws. The Company covenants that it will use its best efforts to cause the Company's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and transfer agent to deliver a prospectus certificates representing shares issued in connection with a transfer of Underlying Shares as promptly as practicable but in no event later than three (3) business days after delivery by the Subscriber of all required documentation in respect of such a sale) or in compliance with an exemption from transfer to both the registration requirements of applicable securities law. If a Purchaser provides Transfer Agent and the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred as required pursuant to an exemption from registration, the Company shall permit the transfer, and, in the case Paragraphs 7 and 8 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 a PurchaserCertificate. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Subscriber 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 5.6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55.6, that a Purchaser the Subscriber 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 Section 5, that 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 requiredsuch Buyer.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent agent, and to any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser holder of Preferred Shares or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by such Purchaser each holder of Preferred Shares to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law). If a Purchaser holder of Preferred Shares provides the Company with an opinion of counsel, which opinion of counsel shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the 1933 Act, and such holder of Preferred Shares represents to the Company that it has satisfied any conditions on which such opinion of counsel is based, or a holder of Preferred Shares provides the Company with reasonable assurances that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 144(k) (or any successor thereto), 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 a Purchasersuch holder and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the holders of Preferred Shares by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 58, that a Purchaser the holders of Preferred Shares 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 the posting of any bond or other security being required. ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted and for which confidential treatment is being requested. All such omitted material is being filed with The Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

Transfer Agent Instructions. The Company shall instruct its issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent to issue certificatesagent, registered substantially in the name form of each Purchaser or Exhibit B hereto (the "Transfer Agent Instructions") and use its nomineebest efforts, for without incurring additional fees, to obtain the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the DebenturesTransfer Agent's agreement thereto. Prior to registration of the Conversion Common Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions the 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 Securities Act, will be given by the Company to its transfer agent Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Securities to may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 a Purchasersuch Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit E) to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesSeries B Preferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Series B 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Series B Preferred Shares or Conversion Shares. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, form and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of the Securities to be sold Series B Preferred Shares or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the Convertible Debentures, for any and all Liquidated Damages (as such term is defined in the Registration Rights Agreement) that may be owed pursuant to the Registration Rights Agreement (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 prior to registration of the Conversion Shares such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesInvestor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of 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 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an order for specific performance and/or 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 instruct 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 Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion exercise of the Debentures. Prior to registration Warrants in the form of Exhibit C attached hereto (the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement"Irrevocable Transfer Agent Instructions"). The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 55(b), 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 Securities Acthereof, will be given by the Company to its transfer agent agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawother Transaction Documents. If a Purchaser provides the Company with an opinion Buyer effects a sale, assignment or transfer of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with Section 2(f), 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 in such name and in such denominations as specified by a Purchasersuch Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Securities sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue or reissue, as the case may be, such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the intent and purpose of the transaction contemplated herebyBuyer. 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 Section 55(b), that a Purchaser 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 instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction other than such the 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 in prior to the case registration and sale of the Conversion Ordinary Shares prior to registration issuable upon conversion of the Conversion Shares Debentures, or upon exercise of the Warrants under the Securities Act, Act will be given by the Company to its the transfer agent and that the Securities such Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Purchaser of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, transfer of the Securities and, in the case of the Conversion Ordinary Shares, promptly instruct its the Company's transfer agent to issue one or more certificates for Ordinary Shares without legend in such name names and in such denominations as specified by a the Purchaser. . b. The Company acknowledges that a breach will permit each Purchaser to exercise its right to convert the Debentures or to exercise the Warrants by it faxing an executed and completed Notice of its obligations hereunder will cause irreparable harm Conversion or Form of Election to a Purchaser by vitiating Purchase, as applicable, to the intent Company, and purpose of the transaction contemplated hereby. Accordinglydelivering 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 acknowledges that by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is received by the remedy at law for Company in accordance with the provisions hereof shall be deemed a breach "Conversion Date." The Company will transmit the certificates representing the Ordinary Shares issuable upon conversion of its obligations under this Section 5 will be inadequate and agreesany Debentures or upon exercise of any Warrants (together with the Debentures not so converted, or the Warrants not so exercised) to such Purchaser via express courier or by electronic transfer, as soon as practicable thereafter (but in the event of a breach or threatened breach all events within three (3) business days), after receipt by the Company of the provisions original Notice of Conversion (and the related original Debentures) or the original Form of Election to Purchase (and the related original Warrants) to be converted (the "Delivery Date"). For purposes of this Section 5Agreement, that such conversion of the Debentures or 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 Ordinary Shares issuable upon the conversion of the Debentures or 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 a Purchaser who shall be entitledhave previously instructed such Purchaser's prime broker to confirm such request to the Company's transfer agent, in addition the Company shall use commercially reasonable efforts to all other available remedies, cause its transfer agent to an injunction restraining any breach and requiring immediate issuance and transfer, without electronically transmit such Ordinary Shares to the necessity Purchaser by crediting the account of showing economic loss and without any bond or other security being requiredthe Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Purchaser the Investor or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by such Purchaser the Buyer to the Company upon conversion of the DebenturesConvertible Debentures or the exercise of the Warrants and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Investor's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares or the Warrant Shares. If a Purchaser the Investor or Warrant holder provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold Investor of any of the Conversion Shares, or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a Purchaserthe Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the 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 be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Investor 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Investor or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser the Investor to the Company upon conversion delivery of a Put Notice (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS). The Irrevocable Transfer Agent Instructions shall have been delivered by the Company to, and acknowledged in writing by, the Company's transfer agent prior to the Company's delivery of the Debenturesfirst Put Notice hereunder. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section Sections 2(f) and 2(g) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities 1933 Act, will be given by the Company to its transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Investor's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawShares. If a Purchaser the Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in generally acceptable form, substance and scope customary for opinions that registration of counsel in comparable transactions, to a resale by such Investor of any of such Shares is not required under the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchaserthe Investor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Investor by vitiating the intent and purpose of the ofthe transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Investor 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) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit C to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, 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 clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such 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 instruct its 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 to issue certificatesof the Company, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified may be reasonably requested from time to time by such Purchaser 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 Company upon conversion 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 DebenturesRegistration 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. Prior All Purchase Shares and Commitment Shares to registration be issued from and after Commencement to or for the benefit of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates Investor pursuant to this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions 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 Securities 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 Securities Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to Company. If the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such Investor effects a sale) , assignment or in compliance with an exemption from transfer of the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationPurchase Shares, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by a Purchaserthe Investor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that a Purchaser the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company 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 For Buyer's conversion requests made within 90 days of the C-1 Closing Date, the Company shall instruct issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Stock or exercise of the Warrants, respectively. For Buyer's conversion requests made 90 days after the C-1 Closing Date, the Company shall issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT D) when the legend set forth in Section 2(g) is not required, to electronically issue such shares (e.g., through DWAC or DTC), or at a Buyer's request or when the legend set forth in Section 2(g) is required, to issue certificates, registered in the name of each Buyer or its respective 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 Stock or exercise of the Warrants, respectively (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities 1933 Act or resale and transfer of such Securities under Rule 144shares 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 such instructions 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 Securities Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, the Certificate of Designation and the DebenturesWarrants. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of any of the Securities. If a Purchaser Buyer provides the Company with an opinion of reasonably satisfactory counsel, which opinion of counsel shall be reasonably satisfactory in form, form and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of the 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. So long as the Buyer complies with its obligations in Section 4(g), all of the Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall instruct its issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent agent, to issue certificates, registered Common Stock in the name of each Purchaser or its nominee, the Buyer for the Conversion Purchase Shares in such amounts as specified from time to time by such Purchaser to (the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement“Irrevocable Transfer Agent Instructions”). The Company warrants that to the Buyer that, so long as the Buyer complies with its obligations in Section 4(g), no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares and that the Securities Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement Agreement. The right of the Company hereunder to commence sales of the Purchase Shares is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales of Purchase Shares): (a) The Buyer shall have executed each of the Transaction Documents and delivered the same to the Company; (b) The representations and warranties of the Buyer shall be true and correct as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and the Debentures. Nothing Buyer shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(fAgreement to be performed, satisfied or complied with by the Buyer at or prior to the Commencement Date; and (c) hereof not to resell the Securities except pursuant to an effective A registration statement (covering the sale of the Purchase Shares by the Buyer shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel statement shall be in form, substance and scope customary for opinions of counsel in comparable transactionspending or, to the effect that the Securities to 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 knowledge of the Conversion SharesCompany, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 Section 5, that 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 requiredSEC.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of such Securities is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and immediae transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Dividend Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in generally acceptable form, substance and scope customary for opinions that registration of counsel in comparable transactions, to a resale by such Buyer of any of such Securities is not required under the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 a. Promptly following the delivery by the Buyer of the Purchase Price for the Initial Preferred Stock in accordance with Section 1(c) hereof, the Company shall will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm the Buyer. b. Subject to a Purchaser by vitiating the intent completeness and purpose accuracy of the transaction contemplated hereby. AccordinglyBuyer's representations and warranties herein, upon the conversion of any Preferred Stock 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 at law for a breach of its obligations under this Section 5 will be inadequate and agrees, Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the event name of Buyer (or its nominee (being a breach non-U.S. Person) or threatened breach such non-U.S. Persons as may be designated by Buyer) and in such denominations to be specified at conversion representing the Company number of the provisions shares of Common Stock issuable upon such conversion, as applicable. Nothing in this Section 5, that a Purchaser however, shall be entitled, affect in addition any way Buyer's or such nominee's obligations and agreement to comply with all other available remedies, applicable securities laws upon resale of the Securities. (i) The Company will permit the Buyer to exercise its right to convert the Preferred Stock by telecopying or delivering an injunction restraining any breach executed and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.completed

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 will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer 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 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 a Purchaser. the Buyer. (i) The Company acknowledges that will permit the Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering within two (2) business days thereafter, the original Notice of Conversion and the Preferred Stock being converted to the Company by express courier, with a breach copy to the transfer agent. (ii) The term "Conversion Date" means, with respect to any conversion elected by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the intent and purpose 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 5, that 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 requiredPreferred Stock.

Transfer Agent Instructions. The Company shall instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction other than such the 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 in the case of the Conversion Shares prior to the registration of the Conversion Shares and sale under the Securities ActAct of the Common Stock issuable upon conversion of the Preferred Shares, or in lieu of dividend payments on the Preferred Shares or upon exercise of the Warrants, will be given by the Company to its the transfer agent and that the Securities such Common Stock 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 Agreement, and the Debentures. applicable law Nothing in this Section shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser provides the Company with an opinion of counsel, which opinion counsel reasonably satisfactory (as to both the identity of such counsel shall be in form, substance and scope customary for opinions the content of counsel in comparable transactions, such opinion) to the effect Company in accordance with clause (1 )(B) of Section 4(a) of this Agreement that registration of a resale by the Purchaser of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, 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 a the Purchaser. . b. The Company acknowledges that will permit Purchaser to exercise its right to convert the Preferred Shares or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related original Preferred Shares) 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 breach by it Notice of Conversion or Form of Election to Purchase is faxed to and received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company (or its obligations hereunder transfer agent) will cause irreparable harm to a Purchaser by vitiating transmit the intent and purpose certificates representing the Common Stock issuable upon conversion of the transaction contemplated hereby. AccordinglyPreferred Shares or upon exercise of any Warrants (together with the Preferred Shares not so converted, or the Company acknowledges that Warrants not so exercised) to Purchaser via express courier as soon as practicable, but in all events no later than the remedy at law for a breach later to occur of its obligations under this Section 5 will be inadequate (the "Delivery Date") (i) three (3) business days after the Conversion Date and agrees, in the event of a breach or threatened breach (ii) three (3) business days after receipt by the Company of the provisions original Notice of Conversion (and the related original Preferred Shares) or Form of Election to Purchase (and the related original Warrants), as applicable. For purposes of this Section 5Agreement, such conversion of the Preferred Shares or 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 Preferred Shares or 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 Purchaser if Purchaser shall have previously instructed its prime broker to confirm such request to the Company's transfer agent, the Company shall use commercially reasonable efforts to 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 Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay to Purchaser for late issuance of Common Stock upon conversion of the Preferred Shares or upon exercise of the Warrants the sum of $5,000 per day for each $100,000 in aggregate principal amount of Preferred Shares that are being converted, or for each 25,000 shares of Common Stock purchased upon the exercise of the Warrants. The Company shall be entitledpay any payments incurred under this Section 5 in immediately available funds upon demand. Nothing herein shall limit Purchaser's right to pursue actual damages for the Company's failure to issue and deliver shares of Common Stock to Purchaser. Furthermore, in addition to all any other remedies which may be available remediesto Purchaser, in the event that the Company fails for any reason to an injunction restraining any breach effect delivery of such Common Stock within five (5) business days after the relevant Delivery Date, 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 requiring immediate issuance and transfer, without the necessity Purchaser shall each be restored to their respective positions immediately prior to delivery of showing economic loss and without any bond such Notice of Conversion or other security being required.Form of Election to

Transfer Agent Instructions. The Company shall instruct issue the Irrevocable Transfer Agent Instructions to its transfer agent to issue certificatesirrevocably appointing Kirkpatrick & Lockhart Nicholson Graham LLP as its agent for pu▇▇▇▇▇ ▇▇ ▇▇ving ▇▇▇▇▇▇▇▇at▇▇ ▇▇▇▇▇▇, registered ▇▇▇▇▇tered in the name of each Purchaser the Buyer(s) or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Convertible Debenture as specified from time to time by such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debenture, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 prior to registration of the Conversion Shares such shares under the Securities 1933 Act, ) will be given by the Company to its transfer agent and that the Securities tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesInvestor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of 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 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares or exercise of the Warrants in accordance with the terms therewith (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions referred to in this Section 5the Irrevocable Transfer Agent Instructions, and stop transfer instructions permitted by the Irrevocable Transfer Agent 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 Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, a form reasonably acceptable to the effect Company, that registration of a resale by such Buyer of any of such Securities is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Buyer and, if appropriate given the basis for registration of such resale not being required, without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyers by vitiating the intent and purpose of the transaction transactions contemplated herebyby this Section 5. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser 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 a. Promptly following the Tranche I Closing Date, the Company shall will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name Preferred Stock and/or exercise of each Purchaser or its nominee, for the Conversion Shares Warrants in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(d) of this AgreementAgreement prior to registration of the Shares under the 1933 Act and resale of the Shares, registered in the name of the Buyers or its nominee and in such denominations to be specified by the Buyers in connection with each conversion of the Preferred Stock and/or exercise of the Warrants. The Company warrants that no instruction other than 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaser's the Buyers' obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser provides the Buyers provide the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyers of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 Shares 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 the Buyers. b. The Company will permit the Buyers to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion and the certificates representing the Preferred Stock being converted to the Company by express courier, with a Purchasercopy 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 that a breach will transmit the certificates representing the Converted Shares issuable upon conversion of any Preferred Stock (together with certificates representing the Preferred Stock not being so converted) to the Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within three (3) business days after receipt by the Company of the provisions original Notice of this Section 5, Conversion and the certificate representing the Preferred Stock being converted (the "Delivery Date"). c. The Company understands that a Purchaser shall be entitled, delay in addition to all other available remedies, to an injunction restraining any breach and requiring immediate the issuance and transfer, without of the necessity Shares of showing Common Stock beyond the Delivery Date could result in economic loss and without any bond or other security being required.to the Buyers. As compensation to the Buyers for such loss, the Company agrees to pay late payments to the Buyers for late issuance of Shares upon Conversion in accordance with the

Transfer Agent Instructions. The Company may deliver to Purchaser the Transfer Agent Instructions, executed by the Company and the Company's transfer agent, at any time up to thirty (30) days after the First Closing. The Company shall instruct issue the Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each the Purchaser or its nomineerespective nominee(s), for the Conversion Shares, the Repricing Shares, and the Warrant Shares in such amounts as specified from time to time by such the Purchaser to the Company upon conversion of the DebenturesBridge Notes. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions the Transfer Agent Instructions referred to in this Section 57.12, and stop transfer instructions to give effect to Section 2(f) 4.6 hereof (in the case of the Conversion Shares Shares, prior to registration of the Conversion Shares such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 7.12 shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Bridge Notes or Conversion Shares. If a the Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold Purchaser of any of the Bridge Notes or transferred may be sold or transferred pursuant to an exemption from registrationConversion 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 a the Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a the 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 Section 57.12, that a the 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 instruct issue irrevocable instructions in the form attached hereto as EXHIBIT C to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities 1933 Act, ) will be given by the Company to its Comp▇▇▇ ▇▇ ▇ts transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of the 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. 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 instruct 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 Purchaser 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 such Purchaser to conversion or exercise and payment therefore (the Company upon conversion of the Debentures"Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell comply with all applicable securities laws upon resale of Conversion Shares or the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a saleWarrant Shares. If the Buyer(s) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser Warrant holder provides the Company with an opinion of counsel, which opinion of counsel shall be in form, form and substance and scope customary for opinions of counsel in comparable transactions, acceptable to the effect Company, that registration of a resale by the Securities to be sold Buyer(s) of any of the Conversion Shares, or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct 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 Purchaser or its nomineetheir respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such a Purchaser to the Company upon conversion of the Debentures. Prior to registration of Notes and in accordance with their respective terms, substantially in the Conversion Shares under form attached hereto as Exhibit D (the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement“Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than such instructions 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 Securities Act, 5 will be given by the Company to its transfer agent and that that, subject to applicable law, the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Notes, the Indenture, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawRegistration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionsform reasonably acceptable to the Company, to the effect that a public sale, assignment or transfer of the Securities to has been made without registration under the Securities Act or that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 a Purchasersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the 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 Section 5, that a Purchaser the 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, certificates registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesNotes 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 Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) 2.7 hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 In the event that an opinion of counsel, such as but not limited to a Rule 144 opinion, is needed for any matter related to this Note 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, then the Lender shall provide the Borrower with written notice. Within three (3) business days of receiving written notice, the Borrower shall instruct its transfer agent to issue certificates, registered in rely upon opinions from the name Lender's counsel. A penalty of $1,500 per day shall be assessed for each Purchaser or its nominee, for day after the Conversion Shares in such amounts as specified from time to time by such Purchaser third business day (inclusive of the day of request) until the reliance instruction is delivered to the Company upon conversion transfer agent. If the Lender requests that the Borrower's counsel issue an opinion, then the Borrower shall cause the issuance of the Debenturesrequested opinion within three (3) business days. Prior to registration A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the Conversion Shares under day of request) until the Securities Act or resale requested opinion is delivered. The Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of such Securities 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, all the Borrower shall provide, prior to the effective date of such certificates shall bear the restrictive legend specified replacement, a fully executed Irrevocable Transfer Agent Reliance Letter in Section 2(g) of a form as initially delivered pursuant to this AgreementNote. The Company Borrower warrants that no instruction other than such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, it will be given by the Company to not direct its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement transfer or delay, impair, and/or hinder its transfer agent in transferring (and to deliver a prospectus in connection with such a sale) or issuing)(electronically or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in certificated form, substance and scope customary ) any certificate for opinions of counsel in comparable transactions, to the effect that the Securities to be sold issued to the Lender and it will not fail to remove (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 direct its transfer agent not to issue one remove or more certificates impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in such name and in such denominations as specified respect thereof) on any certificate for the Securities when required by a Purchaserthis Note. The Company Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Lender 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 Section 5these provisions, that a Purchaser the Lender 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 On or prior to the Closing Date, the Company shall instruct its execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificatescertificates representing Conversion Shares upon conversion of the Notes and receipt of a valid Conversion Notice (as defined in the Notes) from a Purchaser, registered in the amount specified in such Conversion Notice, in the name of each such Purchaser or its nominee, for (ii) to issue certificates representing Warrant Shares upon exercise of the Conversion Shares Warrants and receipt of a valid Exercise Notice (as defined in the Warrants) from a Purchaser, in the amount specified in such amounts as specified from time to time by Exercise Notice, in the name of such Purchaser or its nominee and (iii) to deliver such certificates to such Purchaser no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as defined in the Notes) or Exercise Date (as defined in the Warrant), as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Purchaser upon conversion of the Debentures. Prior to registration Notes, or exercise of the Warrants, and as long as the Transfer Agent is a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and such Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of Conversion Shares under or Warrant Shares, as the Securities Act or resale case may be, by crediting the account of such Securities under Rule 144, all such certificates shall bear Purchaser or its nominee at DTC for the restrictive legend number of shares for which delivery is required hereunder within the time frame specified in Section 2(g) above for delivery of this Agreementcertificates. The Company warrants represents to and agrees with each Purchaser that no it will not give any instruction other than to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such instructions referred Purchaser’s right to convert the Notes or to receive Conversion Shares in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in accordance with the case terms of the Conversion Notes or to exercise the Warrant or to receive Warrant Shares prior to registration upon exercise of the Conversion Shares Warrants. In the event that the Company’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above. The legend set forth in Section 2.7 shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped, if (i) such Securities are registered for resale under the Securities Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f(ii) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) , assignment or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser other transfer, such holder provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionsa form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of such Securities may be made without registration under the applicable requirements of the Securities to Act, or (iii) such holder provides the Company with reasonable assurance that such Securities can be sold or transferred may be sold sold, assigned or transferred pursuant to an exemption from registrationRule 144. Following the Effective Date or at such earlier time as a legend is no longer required, the Company will no later than three (3) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities, deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. Following the Effective Date and upon the delivery to any Purchaser of any certificate representing Securities that is free from all restrictive and other legends, such Purchaser agrees that any sale of such Securities shall permit be made pursuant to the transfer, and, Registration Statement and in accordance with the case plan of distribution described therein or pursuant to an available exemption from the registration requirements of the Conversion SharesSecurities Act. Without the consent of a majority of the Holders or specific instruction from the SEC or other applicable regulatory body, promptly instruct the Company may not make any notation on its records or give instructions to any transfer agent to issue one or more certificates of the Company that enlarge the restrictions on transfer set forth in such name and in such denominations as specified by a PurchaserSection 2.6. The Company acknowledges that a breach by it of will not effect or publicly announce its obligations hereunder will cause irreparable harm intention to a Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyeffect any exchange, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that 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 recapitalization or other security being requiredtransaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

Transfer Agent Instructions. (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, 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 clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of Common Shares 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 instruct its 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 to issue certificatesof the Company, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified may be requested from time to time by such Purchaser 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 Company upon conversion 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 DebenturesRegistration 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. Prior All Purchase Shares and Commitment Shares to registration be issued from and after Commencement to or for the benefit of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates Investor pursuant to this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions 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 Securities 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 Securities Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to Company. If the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such Investor effects a sale) , assignment or in compliance with an exemption from transfer of the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationPurchase Shares, the Company shall permit the transfer, and, in the case of the Conversion Shares, transfer and shall promptly instruct its the Transfer Agent (and any subsequent transfer agent agent) to issue one or more certificates DWAC Shares in such name and in such denominations as specified by a Purchaserthe Investor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that a Purchaser the Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company 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 Common Shares containing the restrictive legend from the Investor at the greater of the (i) purchase price paid for such Common Shares (as applicable) and (ii) the Closing Sale Price of the Common Shares on the date of the Investor’s written instruction.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the Purchase Price for each Debenture in accordance with Section l(c) hereof, the Company shall will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Debenture in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Debenture. The Company warrants that no instruction other than 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company and its transfer agent that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 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 PurchaserNotice 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 of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating delay in the intent and purpose issuance of the transaction contemplated herebyShares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. AccordinglyAs compensation to the Buyer 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 5, that Conversion by delivering a Purchaser notice to such effect to the 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 issuance and 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 instruct 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 Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "Irrevocable 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 Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities 1933 Act, ) will be given by the Company to Com▇▇▇▇ ▇▇ its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesInvestor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities law. If a Purchaser provides the Company with an opinion laws upon resale of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The After payment of the Purchase Price for each portion of the Shares, the Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser replace its transfer agent, and any Shares purchased have not yet been issued to the Investor, the Company upon conversion of shall provide, prior to the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale effective date of such Securities under Rule 144replacement, all such certificates shall bear a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the restrictive legend specified in Section 2(g) of this AgreementAgreement signed by the successor transfer agent to Company. The Company warrants that that: (i) no instruction other than such instructions 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 Securities Act6, will be given by the Company to its transfer agent respecting those purchased Shares and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement; (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 Registration Rights Agreement Buyer as and when required by the DebenturesAgreement; 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 each Purchaser's the Buyer’s obligations and agreement set forth in Section 2(f2(g) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a comply with all applicable prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counseldelivery requirements, which opinion of counsel shall be in formif any, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 upon re-sale 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 a PurchaserSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon proper conversion or exercise of the DebenturesPreferred Shares and the Warrants (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. A. The Company warrants that no instruction other than such the 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 in prior to the case registration and sale of the Conversion Shares prior to registration Common Stock issuable upon conversion of the Conversion Shares Series A Preferred Stock, or in lieu of dividend payments on, the Series A Preferred Stock, or upon exercise of the Warrants under the Securities Act, will be given by the Company to its the transfer agent and that the Securities such Common Stock 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 Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser provides the Company with an opinion of counsel, which opinion counsel reasonably satisfactory (as to both the identity of such counsel shall be in form, substance and scope customary for opinions the content of counsel in comparable transactions, such opinion) to the effect Company that registration of a resale by the Purchaser of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer, 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 a the Purchaser. . B. The Company acknowledges that will permit each Purchaser to exercise its right to convert the Series A Preferred Stock 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 Series A Preferred Stock) 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 breach by it Notice of Conversion or Form of Election to Purchase is faxed to and received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company (or its obligations hereunder transfer agent) will cause irreparable harm to a Purchaser by vitiating transmit the intent and purpose certificates representing the Common Stock issuable upon conversion of the transaction contemplated hereby. AccordinglySeries A Preferred Stock or upon exercise of any Warrants (together with the Series A Preferred Stock not so converted, or the Company acknowledges that Warrants not so exercised) to such Purchaser via express courier as soon as practicable, but in all events no later than the remedy at law for a breach later to occur of its obligations under this Section 5 will be inadequate (the "Delivery Date") (i) four (4) business days after the Conversion Date and agrees, in the event of a breach or threatened breach (ii) four (4) business days after receipt by the Company of the provisions original Notice of Conversion (and the related original Series A Preferred Stock) or Form of Election to Purchase (and the related original Warrants), as applicable. For purposes of this Agreement, such conversion of the Series A Preferred Stock or 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 Series A Preferred Stock or 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 a Purchaser who shall have previously instructed such Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall use commercially reasonable efforts to 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 applicable Purchaser. As compensation to such Purchaser for such loss, the Company agrees to pay to such Purchaser for late issuance of Common Stock upon conversion of the Series A Preferred Stock or upon exercise of the Warrants the sum of $5,000 per day for each $100,000 in aggregate principal amount of Series A Preferred Stock that are being converted, or for each 25,000 shares of Common Stock purchased upon the exercise of the Warrants. The Company shall pay any payments incurred under this Section 5 in immediately available funds upon demand. Nothing herein shall limit a Purchaser's right to pursue actual damages for the Company's failure to issue and deliver shares of Common Stock to such Purchaser. Furthermore, in addition to any other remedies which may be available to such Purchaser, in the event that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the 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 such Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, "business day" shall mean any day in which the financial markets of New York are officially open for the conduct of business therein. E. At no time shall any of the Purchasers of the Series A Preferred Stock or the Warrants convert or exercise such amount of the Series A Preferred Stock or the Warrants as shall result in such Purchaser's beneficial ownership, after such conversion, exceeding 9.9% of the Company's outstanding Common Stock, and the parties agree that a no Purchaser shall be entitled, in addition have the right 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 effect such a conversion or other security being requiredexercise.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Investor or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Investor to the Company upon conversion of the DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g2(d) of this Agreement. The Company warrants that no instruction other than such instructions referred to in this Section 5, the Irrevocable Transfer Agent Instructions and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 2(f2(c) hereof (in the case of the Conversion Shares Shares, prior to registration of the Conversion Shares under the Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserInvestor's obligations and agreement agreements set forth in Section 2(f2(d) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, form and substance and scope customary for opinions of counsel in comparable transactions, generally acceptable to the effect Company, that registration of resale by such Investor of any Securities is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Investor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Investors by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), subject to the maximum number of shares provided for in Sections 2(j) and 12 of the Certificate of Designation. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities 1933 Act, ) or Sections 4 or ▇▇ ▇▇ ▇▇e Certificate of Designation will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, form and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of such Securities is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its nomineerespective nominee(s), for the Conversion Common Shares in such amounts as specified from time to time by such each Purchaser to the Company upon conversion issuance of the DebenturesCommon Shares in the form of Exhibit D attached hereto (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Common Shares under the Securities Act or resale of such Securities under Rule 144Act, 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 such instructions 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 Securities Act, 3.7 will be given by the Company to its transfer agent and that the Securities Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 3.7 shall affect in any way each Purchaser's obligations and agreement agreements set forth in Section 2(f) hereof not 6.1 to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawCommon Shares. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance a form reasonably acceptable to the Company and scope customary for opinions of counsel in comparable transactionsits counsel, to the effect that a public sale, assignment or transfer of the Common Shares may be made without registration under the Securities to Act or the Purchaser provides the Company with reasonable assurances that the Common Shares can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 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 a Purchasersuch Purchaser 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 a Purchaser the 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 Section 53.7, that a Purchaser the 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser 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 such Purchaser Buyer to the Company upon conversion exchange of amounts outstanding under the Note or exercise of any Warrant (the "Irrevocable Transfer Agent Instructions"). If any of the Debentures. Prior to registration of the Conversion Shares have been issued in a transaction registered under the Securities Act or resale of 1933 Act, the Company shall promptly notify the transfer agent that any certificates evidencing such Securities under Rule 144, all 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 such instructions 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 Securities 1933 Act, ) will be given by the Company to its transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, form and substance and scope customary for opinions of counsel in comparable transactionsreasonably acceptable to the Company, to the effect that a public sale, assignment or transfer of the Securities to Shares may be made without registration under the 1933 Act or Buyer provides the Company with assurances required by Section 2.6 of this Agreement that the Shares can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 a PurchaserBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 Section 5Article V, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in generally acceptable form, substance and scope customary for opinions that registration of counsel in comparable transactions, to a resale by such Buyer of any of such Securities is not required under the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Investor or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Investor to the Company upon conversion of the DebenturesPreferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g2(d) of this AgreementAgreement until such legend is permitted to be removed pursuant to the last paragraph of Section 2(g). The Company warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f2(e) hereof (in the case of the Conversion Shares Shares, prior to registration of the Conversion Shares under the Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserInvestor's obligations and agreement agreements set forth in Section 2(f2(d) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactionsa form reasonably acceptable to the Company, to the effect that the public sale, assignment or transfer of the Securities may be made without registration under the 1933 Act or the Investor provides the Company with assurances reasonably acceptable to the Company that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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, Shares promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by a Purchasersuch Investor and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Investors by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the 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 instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of a Equity Purchase Agreement (the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement"Irrevocable Transfer Agent Instructions"). The Company warrants to the Buyer that no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent with respect to the Securities and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and subject to the Debenturesprovisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Securities to may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 in such name and in such denominations as specified by a Purchaserthe Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the 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 instruct issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of the 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser the Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser the Buyer to the Company upon conversion of the DebenturesNote 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 Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to a resale by the effect that Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser the Investor or its nominee, for the Conversion Shares in such amounts as specified from time (the “Irrevocable Transfer Agent Instructions”) on or before the Closing Date. In the event that the Company proposes to time by such Purchaser replace its transfer agent, the Company shall provide, prior to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale effective date of such Securities under Rule 144replacement, all such certificates shall bear a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the restrictive legend specified in Section 2(g) of this AgreementAgreement signed by the successor transfer agent to Company. The Company warrants that that: (i) no instruction other than such instructions 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 Securities Act6, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement; (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 Registration Rights Agreement Investor as and when required by the DebenturesAgreement; 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 Investor as and when required by the Agreement. Nothing in this Section shall affect in any way each Purchaser's the Investor’s obligations and agreement set forth in Section 2(f2(g) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a comply with all applicable prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counseldelivery requirements, which opinion of counsel shall be in formif any, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 upon re-sale 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 a PurchaserSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Investor, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that a Purchaser the Investor 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 instruct 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 Purchaser or its nomineeif applicable, for the Conversion Shares in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement. The Company warrants that no instruction other than 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 Agreement prior to registration of the Conversion Shares under the Securities 1933 Act, will registered in the name of the Buyer or its nominee and in such denominations to be given specified by the Company to its transfer agent and that Holder in connection with each exercise of the Securities Warrant or conversion of the Note , if applicable,. Except as so provided, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debenturesother Transaction Agreements. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm Subject to 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 Section 5Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company understands that a Purchaser shall be entitled, delay in addition to all other available remedies, to an injunction restraining any breach and requiring immediate the issuance and transfer, without of the necessity Shares of showing Common Stock beyond the Delivery Date (as defined in the 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):

Transfer Agent Instructions. The Company shall instruct issue Transfer Agent Instructions to its transfer agent to issue certificates, registered in the name of each 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 such the Purchaser to the Company upon conversion of the DebenturesConvertible Notes and the conversion or exercise of the Warrants, except as provided in Section 6.7 of this Agreement. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions the 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 Securities 1933 Act, ) will be given by g▇▇▇▇ ▇▇ the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 6.11 shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Convertible Notes, the Conversion Shares or the Warrant Shares. If a the Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold Purchaser of any of the Convertible Notes, the Conversion Shares or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a the Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a the 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 Section 56.11, that a the 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 instruct issue 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 Purchaser 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 such Purchaser to the Company Buyer upon conversion of the DebenturesSeries G Stock (“Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company Buyer warrants that no instruction other than such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, Transfer Agent Instructions will be given by the Company Buyer to its transfer agent and that the Securities 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, the Registration Rights Agreement and the Debentures. Nothing in this Section 6.7 shall affect effect in any way each Purchaser's any obligations and agreement set forth in Section 2(f) hereof not agreements to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of any shares of Buyer Stock. If a Purchaser holder of the Series G Stock provides the Company Buyer with an opinion of counsel, which opinion of counsel shall be in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that the Securities to 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 registration of a resale of any of the Series G Conversion SharesShares is not required under applicable laws, promptly Buyer shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by a PurchaserSeller, 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 a Purchaser 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 Section 56.7, that a Purchaser the 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon proper conversion of the DebenturesDebentures (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon proper conversion or exercise of the DebenturesDebentures and the Warrants (the "Transfer Agent Instructions"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery 18 requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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. (i) The Company shall instruct its warrants that, with respect to the Securities, other than the stop transfer agent instructions to 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 Purchaser or its nomineeas may be applicable from time to time, for the Conversion Shares in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144Transfer Agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement. The Company warrants that no instruction other than 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 Agreement prior to registration of the Conversion Shares under the Securities 1933 Act, will registered in the name of the Buyer or its 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 Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debenturesother Transaction Agreements. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities law. laws upon resale of the Securities. (ii) If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 a Purchaser. the Holder. (i) The Company acknowledges understands that a breach by it delay in the delivery of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the intent and purpose (i) Conversion Certificates, whether on conversion of the transaction contemplated herebyDebenture 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 Holder. AccordinglyAs compensation to the Holder 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 5, that 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.Delivery Date):(2)

Transfer Agent Instructions. The Company shall instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the DebenturesDebenture. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesDebenture. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 Section 5, that 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 instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser or its nomineethe Buyer, for the Conversion Shares in such amounts as specified from time to time by such Purchaser the Buyer to the Company upon conversion of the DebenturesPreferred Stock (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Shares, prior to registration of the Conversion Shares such shares under the Securities 1933 Act, ) will be given by the Company to its transfer agent transfe▇ ▇▇▇▇▇ and that the Securities 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, Agreement or the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Preferred Stock or the Conversion Shares. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold Buyer of any of the Preferred Stock or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions in the form attached hereto as Exhibit D to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures and payment therefore (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of the 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue 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 Purchaser the Buyer or its nomineerespective nominee(s), for the Conversion Shares in representing such amounts of Securities as specified from time to time by such Purchaser the Buyer to the Company upon conversion of the DebenturesSecurities, for interest owed pursuant to the Securities, and for any and all Liquidated Damages. Prior to registration The Company shall not change its transfer agent without the express written consent of the Conversion Shares under Buyer, which may be withheld by the Securities Act or resale of such Securities under Rule 144, 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 such instructions referred to the Transfer Agent Instructions 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 Securities Act, Buyer will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section 5 shall affect in any way each Purchaser's the Buyer’s obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a resale by the Buyer of any of the Conversion Shares is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationAct, 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than such the 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 Securities ActRegistration Rights Agreement, will be given by the Company to its the transfer agent and that the Securities 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, the Registration Rights Agreement and the Debenturesapplicable law. Nothing in this Section shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a the Purchaser provides the Company with an opinion of counsel, which opinion counsel reasonably satisfactory (as to both the identity of such counsel shall be in form, substance and scope customary for opinions the content of counsel in comparable transactions, such opinion) to the effect Company and its counsel that registration of a resale by the Purchaser of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 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 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, 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 a the 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 pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that a Purchaser "business day" shall be entitled, mean any day in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without which the necessity financial markets of showing economic loss and without any bond or other security being requiredNew York are officially open for the conduct of business therein.

Transfer Agent Instructions. The Company shall instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than such the 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 Securities ActRegistration Rights Agreement, will be given by the Company to its the transfer agent and that the Securities 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, the Registration Rights Agreement and the Debenturesapplicable law. Nothing in this Section shall affect in any way each the Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a the Purchaser provides the Company with an opinion of counsel, which opinion counsel reasonably satisfactory (as to both the identity of such counsel shall be in form, substance and scope customary for opinions the content of counsel in comparable transactions, such opinion) to the effect Company and its counsel that registration of a resale by the Purchaser of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 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, 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 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, 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 a the 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 pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that a Purchaser "business day" shall be entitled, mean any day in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without which the necessity financial markets of showing economic loss and without any bond or other security being requiredNew York are officially open for the conduct of business therein.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares in accordance with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 under the Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant Securities. Subject to an effective registration statement (and to deliver Section 2(f), if a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent (in the form attached hereto as Exhibit E) to issue certificates, registered in the name of each Purchaser 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 such Purchaser each Buyer to the Company in accordance with the terms of and upon conversion of the DebenturesSecurities (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under The certificates representing the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction with respect to the Securities other than such instructions (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 Shares, prior to registration of the Conversion Shares under the Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Series F Registration Rights Agreement and the DebenturesSeries G Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of any of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, form and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationConversion 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 Corporation shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Holder or its nomineerespective nominee(s), for the Conversion Warrant Shares in such amounts as specified from time to time by such Purchaser the Holder to the Company Corporation upon conversion exercise of this Warrant (the Debentures"Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all All such certificates shall bear the restrictive legend specified in Section 2(g) 12 of this AgreementWarrant. The Company Corporation warrants that no instruction other than such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5, 11 and the stop transfer instructions to give effect to Section 2(f) 12 hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, will be given by the Company Corporation to its transfer agent and that the Securities Warrant Shares shall otherwise be freely transferable on the books and records of the Company Corporation as and to the extent provided in this AgreementWarrant and that certain Subordinated Note Purchase Agreement dated as of the date hereof, among the Registration Rights Agreement Corporation and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell entities listed on the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawsignature pages thereto. If a Purchaser Holder provides the Company Corporation with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Corporation, that registration of a resale by such Holder of any of such Warrant Shares is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationAct, the Company Corporation 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 a Purchasersuch Holder and without any restrictive legends. The Company Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Holder hereof by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company Corporation acknowledges that the remedy at law for a breach of its obligations under this Section 5 11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Corporation of the provisions of this Section 511, that a Purchaser the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g(a) of this Agreement. [Intentionally left blank] (b) The Company warrants that no instruction other than such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof in the case of the Conversion Shares prior to registration of the Conversion Shares under the Securities Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawother Transaction Documents. If a Purchaser provides the Company with an opinion Buyer effects a sale, assignment or transfer of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin accordance with Section 2(f), 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 or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by a Purchasersuch Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. (c) Upon receipt of a Conversion Notice the Transfer Agent shall within five (5)Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice (ii) provided the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, upon the request of the Buyers, credit such aggregate number of shares of Common Stock to which the Buyers shall be entitled to the Buyer’s or their designees’ balance account with DTC through its DWAC system provided the Buyer causes its bank or broker to initiate the DWAC transaction.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for (i) the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesDebentures in accordance with the terms and conditions of the Transaction Documents and (ii) the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants in accordance with the terms and conditions of the Transaction Documents (the "Irrevocable Transfer Agent Instructions"). Prior to to Exhibit 4.1 registration of the Conversion Shares and the Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement). The Company warrants that that, except as set forth in the Transaction Documents, no instruction other than such instructions 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 and Warrant Shares under the Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement agreements set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) Conversion Shares or in compliance with an exemption from the registration requirements of applicable securities lawWarrant Shares. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, form and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of such Securities is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration1933 Act, 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 a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder arising under this Section 5 will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit D to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, 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 clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such 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 instruct its 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 to issue certificatesof the Company, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified may be requested from time to time by such Purchaser 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 Company upon conversion 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 DebenturesRegistration 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. Prior All Purchase Shares to registration be issued from and after Commencement to or for the benefit of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates Investor pursuant to this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent the Transfer Agent with respect to the Commitment Shares, or the Purchase Shares from and that after Commencement, and the Securities Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a PurchaserCompany. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, that a Purchaser shall be entitledthe Company shall, in addition to all other available remediesat the Investor’s written instruction, to an injunction restraining any breach purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) Purchase Price or Accelerated Purchase Price paid for such shares of Common Stock (as applicable) and requiring immediate issuance and transfer, without (ii) the necessity Closing Sale Price of showing economic loss and without any bond or other security being requiredthe Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificates, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer(s) provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationBuyer(s) of any of the 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 a Purchaserthe Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Upon the Company obtaining a transfer agent, the Company shall instruct its transfer agent to issue certificatesirrevocable instructions for the purpose of having certificates issued, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "Irrevocable Transfer Agent Instructions"). The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 prior to registration of the Conversion Shares such shares under the Securities 1933 Act, ) will be given by the Company to its transfer agent and that the Securities tha▇ ▇▇▇ ▇▇nversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesInvestor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities law. If a Purchaser provides the Company with an opinion laws upon resale of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as its agent for purpose of having certificates issued, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesConvertible Debentures (the "Irrevocable Transfer Agent Instructions"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 such shares under the Securities Act, ▇▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesInvestor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities law. If a Purchaser provides the Company with an opinion laws upon resale of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. 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 will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer agent, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this AgreementAgreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of the Preferred Stock. The Company warrants that no instruction other than 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering within three (3) business days thereafter, the original Notice of Conversion and the certificates representing the Preferred Stock being converted to the Company by express courier, with a Purchasercopy 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 that a breach will transmit the certificates representing the Converted Shares issuable upon conversion of any Preferred Stock (together with certificates representing the Preferred Stock not being so converted) to the Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to a Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within three (3) business days after receipt by the Company of the provisions original Notice of Conversion and the certificate representing the Preferred Stock being converted (the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss 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 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); provided, however, the Company shall not be obligated to make any payment under this Section 5if the cause of such delay in the issuance of the Shares of Common Stock is not caused by the Company or is the result of an act, that a Purchaser omission or circumstance beyond the control of the Company. Late Payment For Each $10,000 of Initial Preferred Stock 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 be entitledpay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit the Buyer's right to pursue actual damages for the Company's failure to issue and deliver the Common Stock to the Buyer. Furthermore, in addition to all any other remedies which may be available remediesto the Buyer, in the event that the Company fails for any reason to an injunction restraining any breach effect delivery of such shares of Common Stock within five (5) business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and requiring immediate issuance the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion. d. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Buyer and transferits compliance with the provisions contained in this paragraph, without so long as the necessity certificates therefor do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of showing economic loss and without any bond or other security being requireda legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Buyer by crediting the account of Buyer's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesPreferred Shares unless such issuance is prohibited by the Certificate of Designations. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than such instructions 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 under the Securities Act, ) will be given by the Company to its transfer agent with respect to the Conversion Shares and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawAgreement. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, a form reasonably satisfactory to the effect Company, that registration of a resale by such Buyer of any of such Securities is not required under the Securities Act or such Buyer provides the Company with reasonable assurance that the Securities to can be sold or transferred may be sold or transferred pursuant to an exemption from registrationRule 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 in such name and in such denominations as specified by a Purchasersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the affected Buyer by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will would be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the affected Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The a. Promptly following the delivery by the Buyer of the aggregate purchase price for the Preferred Stock in accordance with Section 1(c) hereof, the Company shall will irrevocably instruct its transfer agent to issue certificates, registered in Common Stock from time to time upon conversion of the name of each Purchaser or its nominee, for the Conversion Shares Preferred Stock in such amounts as specified from time to time by such Purchaser the Company to the Company upon conversion of the Debentures. Prior to registration of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144transfer 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 such instructions referred to in this Section 5, the Registration Rights Agreement, 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 Securities Act, 1933 Act will be given by the Company to its the transfer agent and that the Securities Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, and the Debenturesapplicable law. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Securities. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company that registration of a resale by the Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationin 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 in such name and in such denominations as specified by the Buyer. b. The Company will permit the Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion in the form annexed hereto to the Company's Transfer Agent, with a Purchasercopy to the Company and delivering within three business days thereafter, the original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company (and confirmed via telephonic notice) in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach will transmit the certificates representing the shares of Common Stock issuable upon conversion of any Preferred Stock (together with the Preferred Stock representing the Shares not so converted) to the Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 original Notice of Conversion and the certificate for the Preferred Stock representing the Shares to be converted (such fifth day after such receipt by the Company is herein referred to as the "Delivery Date"). c. The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments, not exceeding $500,000 in the aggregate, to the Buyer for late issuance of 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 Delivery Date: Late Payment For Each $10,000 of Preferred Stock No. Business Days Late Principal Amount Being Converted ---------------------- -------------------------------- 1 $50 2 $100 3 $150 4 $200 5 $250 6 $300 7 $350 8 $400 9 $450 10 $500 >10 $500 + $100 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5, that in immediately available funds upon demand. Nothing herein shall limit a Purchaser shall be entitledBuyer's right to pursue actual damages for the Company's failure to issue and delivery Common Stock to the Buyer. Furthermore, in addition to all any other remedies which may be available remediesto the Buyer, in the event that the Company fails for any reason to an injunction restraining any breach effect delivery of such shares of Common Stock within five business days after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and requiring immediate issuance the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion (and transferin such event, without the necessity late payments described above shall not be due and payable). d. In lieu of showing economic loss delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company (ADTC) Fast Automated Securities Transfer program, upon request of the Buyer and without any bond or other security being requiredits compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Buyer thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Buyer by crediting the account of Buyer's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Transfer Agent Instructions. The Company shall instruct issue irrevocable instructions to its transfer agent (in the form attached hereto as EXHIBIT E) 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 Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares or Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the Debentures. Prior to registration Series E Preferred Shares or exercise of the Conversion Shares under Warrants, respectively (the Securities Act or resale of such Securities under Rule 144, all such "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than such instructions 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 Securities 1933 Act, ) will be given by the Company ▇▇▇ ▇▇▇▇any to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement Agreement, the Certificate of Designations and the DebenturesWarrants. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of any of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, form and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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 instruct issue irrevocable instructions in the form attached hereto as Exhibit C to its transfer agent to issue certificatesirrevocably appointing D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as its agent for purpose of having certificates issued, registered in the name of each Purchaser 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 such Purchaser the Buyer(s) to the Company upon conversion of the DebenturesSeries E Preferred Stock (the "Irrevocable 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 Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 prior to registration of the Conversion Shares such shares under the Securities Act, 1▇▇▇ ▇▇▇) will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the DebenturesInvestor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities law. If a Purchaser provides the Company with an opinion laws upon resale of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto as Exhibit E to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (b) On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, 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 clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such 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 instruct its 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 to issue certificatesof the Company, registered in the name of each Purchaser or its nominee, for the Conversion Shares in such amounts as specified may be requested from time to time by such Purchaser 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 Company upon conversion 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 DebenturesRegistration 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. Prior All Purchase Shares to registration be issued from and after Commencement to or for the benefit of the Conversion Shares under the Securities Act or resale of such Securities under Rule 144, all such certificates Investor pursuant to this Agreement shall bear the restrictive legend specified in Section 2(g) of this Agreementbe issued only as DWAC Shares. The Company represents and warrants that to the Investor that, while this Agreement is effective, no instruction other than such instructions 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 Securities Act, will be given by the Company to its transfer agent the Transfer Agent with respect to the Commitment Shares or the Purchase Shares from and that after Commencement, and the Securities Commitment Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities law. If a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities to 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 a PurchaserCompany. The Company acknowledges agrees that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, that a Purchaser shall be entitledthe Company shall, in addition to all other available remediesat the Investor’s written instruction, to an injunction restraining any breach purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) Purchase Price or Accelerated Purchase Price paid for such shares of Common Stock (as applicable) and requiring immediate issuance and transfer, without (ii) the necessity Closing Sale Price of showing economic loss and without any bond or other security being requiredthe Common Stock on the date of the Investor’s written instruction.

Transfer Agent Instructions. (a) The Company shall instruct issue 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 Purchaser the Buyer or its nomineerespective nominee(s), for the Conversion Shares (as such term is defined in the Third Debenture) representing such amounts of Securities as specified from time to time by such Purchaser the Buyer to the Company upon conversion of the Debentures. Prior Securities, for interest owed pursuant to registration the Securities, and for any Liquidated Damages (as such term is defined in the Third Debenture) or other amount that may be payable under the Transaction Documents. (b) The Company shall not change its transfer agent without the express written consent of the Conversion Shares under Buyer, which may be withheld by the Securities Act or resale of such Securities under Rule 144, 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 such instructions the 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 Securities Act, 5 will be given by the Company to its transfer agent and that the Securities Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. . (d) Nothing in this Section 5 shall affect in any way each Purchaser's the Buyer’s obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of Conversion Shares. If a Purchaser the Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be in form, scope and substance and scope customary for opinions of counsel in comparable transactions, transactions to the effect that registration of a resale by the Buyer of any of the Conversion Shares is not required under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationAct, 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 a Purchaser. the Buyer. (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Purchaser the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. The Company shall instruct issue irrevocable --------------------------- instructions to its transfer agent to issue certificates, registered in the name of each Purchaser Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon proper conversion of the DebenturesDebentures or exercise of the Warrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act or resale of such Securities under Rule 1441933 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 such instructions 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 Securities 1933 Act), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section shall affect in any way each Purchaserthe Buyer's obligations and agreement set forth in Section 2(f2(g) hereof not to resell comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with an exemption from the registration requirements of applicable securities lawSecurities. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company in form, substance and scope customary for opinions scope, that registration of counsel in comparable transactions, to the effect that a resale by such Buyer of any of the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationis 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5Section, that a Purchaser 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 instruct issue irrevocable instructions to its transfer agent agent, which currently is Harr▇▇ ▇▇▇k & Trust Company, to issue certificates, registered in the name of each Purchaser Buyer or its nomineerespective nominee(s), for the Conversion Shares in such amounts as specified from time to time by such Purchaser each Buyer to the Company upon conversion of the DebenturesSeries A Preferred Shares (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares under the Securities 1933 Act or the resale of such Securities the Conversion Shares 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 such instructions 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 under the Securities Act, will 1933 ▇▇▇) ▇▇ll be given by the Company to its transfer agent and that the Securities 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, Agreement and the Registration Rights Agreement and the DebenturesAgreement. Nothing in this Section 5 shall affect in any way each PurchaserBuyer's obligations and agreement set forth in Section 2(f) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection comply with such a sale) or in compliance with an exemption from the registration requirements of all applicable securities lawlaws upon resale of the Series A Preferred Shares or Conversion Shares. If a Purchaser Buyer provides the Company with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory in form, and substance and scope customary for opinions of counsel in comparable transactions, to the effect Company, that registration of a resale by such Buyer of any of the Securities to be sold Series A Preferred Shares or transferred may be sold or transferred pursuant to an exemption from registrationthe 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 a Purchasersuch Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Purchaser 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 5, that a Purchaser 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. The Company shall not change its transfer agent without (i) at least 10 business days' prior written notice to the Buyers and (ii) providing to the substitute transfer agent instructions equivalent to those provided to the Company's current transfer agent pursuant hereto.

Transfer Agent Instructions. (a) The Company shall 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 Purchaser or its nominee, for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by such Purchaser to the Company upon conversion of the Debentures. Prior to registration Notes or exercise of the Conversion Shares under Warrants, as applicable. To the Securities Act or resale extent and during the periods provided in Sections 2(f) and 2(g) of such Securities under Rule 144this 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 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 or Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Securities ActAct or without an exemption therefrom, will shall be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Debentures. Nothing in this Section shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(f2(g) hereof not to resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with such a sale) or in compliance with under an exemption from the registration requirements of applicable securities law. . (c) If a any Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Securities have been sold or transferred pursuant to an exemption from registration, or any Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the such Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registrationunder Rule 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 a such Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to 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 Section 5, that 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.