Common use of COMPANY TRANSFER AGENT INSTRUCTIONS Clause in Contracts

COMPANY TRANSFER AGENT INSTRUCTIONS. [COMPANY TRANSFER AGENT] [ADDRESS] Attention: [_________], Account Representative Ladies and Gentlemen: Reference is made to that certain Stock Purchase Agreement, dated as of [____________], 2014 (the “Agreement”), by and among GlassesOff Inc., a Nevada corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). In connection with the consummation of the transactions contemplated by the Agreement, this letter shall serve as our irrevocable authorization and direction to you to issue an aggregate of _______ shares of Common Stock in the names and denominations set forth on Exhibit I attached hereto. The certificates should bear the legend set forth on Exhibit II attached hereto and “stop transfer” instructions should be placed against their subsequent transfer. Kindly deliver the certificates to the respective delivery addresses set forth on Exhibit I via hand delivery or overnight courier. We confirm that these shares will be validly issued, fully paid and non-assessable upon issuance. Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact our counsel, Gxxxxxxxx Txxxxxx, P.A., attention Rxxxxx X. Xxxxxxxx, Esq., at (000) 000-0000. Very truly yours, GLASSESOFF INC. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of [_________], 2014 VSTOCK TRANSFER, LLC By: Name: Title: Enclosures EXHIBIT I Name and Address of Stockholder Number of Shares Purchased TOTAL: EXHIBIT II THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ANNEX B

COMPANY TRANSFER AGENT INSTRUCTIONS. [COMPANY TRANSFER AGENT] [ADDRESS] AttentionBroadridge Corporate Issuer Solutions, Inc. 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attn: [_________]Xxxxx Xxxxx Re: Public Offering of Shares of Common Stock of PhotoMedex, Account Representative Inc. Ladies and Gentlemen: Reference is made We refer you to that certain Stock the Securities Purchase AgreementAgreement (the “SPA”), dated as of [____________]April 24, 2014 (the “Agreement”)2012, by and among GlassesOff pursuant to which PhotoMedex, Inc., a Nevada corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant has agreed to which the Company is issuing sell to the Holders purchasers executing that certain SPA, an aggregate of 940,910 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”). In connection with You are hereby instructed, as Transfer Agent and Registrar for the consummation of the transactions contemplated by the Agreement, this letter shall serve as our irrevocable authorization and direction Common Stock to you to issue cause an aggregate of _______ 940,910 shares of Common Stock in to be issued and registered to the names and denominations Purchasers set forth on Exhibit Annex I attached heretoto this Instruction Letter, each of whose prime brokers will initiate one DWAC transaction using its DTC Participant number set forth therein at Closing on behalf of each Purchaser. The certificates should bear closing of the legend set forth above transaction is to take place on Exhibit II attached hereto and “stop transfer” instructions should be placed against their subsequent transfer. Kindly deliver the certificates to the respective delivery addresses set forth on Exhibit I via hand delivery or overnight courier. We confirm that these shares will be validly issuedApril 27, fully paid and non-assessable upon issuance. Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and2012 at 10:00 a.m., accordingly, each Holder is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact our counsel, Gxxxxxxxx Txxxxxx, P.A., attention Rxxxxx X. Xxxxxxxx, Esq.E.S.T. time, at the offices of Proskauer Rose LLP, 00 Xxxxx Xxxxxx, XX, XX 00000 (000) 000-0000the “Closing”). Very truly yoursDelivery of such shares of Common Stock by you shall be made upon the Company’s authorization by telephone at the time of the Closing in New York, GLASSESOFF NY. Sincerely, PHOTOMEDEX, INC. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of [_________]The undersigned, 2014 VSTOCK TRANSFERas Transfer Agent, LLC acknowledges the foregoing instructions with respect to the Common Stock referred to above. BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. By: Name: Title: Enclosures EXHIBIT I Name and Address of Stockholder Number of Shares Purchased TOTAL: EXHIBIT II THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ANNEX B:

COMPANY TRANSFER AGENT INSTRUCTIONS. [COMPANY TRANSFER AGENT] [ADDRESS] Stalt Inc. 000 Xxx Xxxxx Xxxxxx, Xxxxx X Xxxxx Xxxx, XX 00000 Attention: [_________], Account Representative Xxxxxxx Xxxxxx Xx. (xxxx@xxxxx.xxx) Ladies and Gentlemen: Reference is made to that certain Stock Securities Purchase Agreement, dated as of [____________]May 24, 2014 2011 (the “Agreement”), by and among GlassesOff Stratus Media Group, Inc., a Nevada corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the (i) Holders shares of its Series E Convertible Preferred Stock, par value $0.001 per share, the terms of which are set forth in the certificate of designations for such series of preferred shares (the “Common Certificate of Designations”) (together with any convertible preferred shares issued in replacement thereof in accordance with the terms thereof, the “Preferred Shares”) of ), which Preferred Shares shall be convertible into the Company’s common stock, $0.001 par value $0.001 per share (the “Common Stock”), in accordance with the terms of the Certificate of Designations, and Warrants (the “Warrants”), which are exercisable for shares of Common Stock, and (ii) Placement Agent warrants (the “Placement Agent Warrants”), which are exercisable for shares of Common Stock. In connection with the consummation of the transactions contemplated by the Agreement, this letter shall serve as our irrevocable authorization and direction to you to issue an aggregate of _______ shares of Common Stock in the names and denominations set forth on Exhibit I attached hereto. The certificates should bear the legend set forth on Exhibit II attached hereto and “stop transfer” instructions should be placed against their subsequent transfer. Kindly deliver the certificates to the respective delivery addresses set forth on Exhibit I via hand delivery or overnight courier. We confirm that these shares will be validly issued, fully paid and non-assessable upon issuance. Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact our counsel, Gxxxxxxxx Txxxxxx, P.A., attention Rxxxxx X. Xxxxxxxx, Esq., at (000) 000-0000. Very truly yours, GLASSESOFF INC. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of [_________], 2014 VSTOCK TRANSFER, LLC By: Name: Title: Enclosures EXHIBIT I Name and Address of Stockholder Number of Shares Purchased TOTAL: EXHIBIT II THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ANNEX Byou:

COMPANY TRANSFER AGENT INSTRUCTIONS. [COMPANY TRANSFER AGENT] [ADDRESS] American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: [_________], Account Representative Xxxxxx Xxxxxxxxx Ladies and Gentlemen: Reference is made to that certain Stock Securities Purchase Agreement, dated as of [____________]January 31, 2014 (the “Agreement”), by and among GlassesOff Regado Biosciences, Inc., a Nevada Delaware corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of Common Stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In connection with the consummation of the transactions contemplated by the Agreement, this This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time and the conditions set forth in this letter are satisfied), subject to any stop transfer instructions that we may issue to you from time to time, if any to remove the legend from any Common Shares represented by a book-entry statement, to transfer the Common Shares in book-entry form and to issue an aggregate of _______ a new book-entry statement representing shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration statement covering resales of the Common Shares (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and that resales of the Common Shares may be made thereunder in accordance with the Plan of Distribution set forth in the names prospectus relating thereto (the “Prospectus”), or (ii) sales of the Common Shares have been made in conformity with Rule 144 under the Securities Act (“Rule 144”), (b) if applicable, a copy of the Registration Statement, (c) if applicable, an undertaking from the Holder (the “Undertaking”) that it (i) is the owner of Common Shares, (ii) is named as a Selling Stockholder in the Prospectus, (iii) will sell all such Common Shares pursuant to the Registration Statement and denominations in accordance with the Plan of Distribution set forth in the Prospectus related thereto, and (iv) if the Company advises it that Rule 172 is not applicable, will deliver a current Prospectus to the purchaser of such Common Shares in connection with such sale and/or a copy of the Prospectus is on Exhibit I attached heretofile with the SEC, (d) if applicable, a notice from a Holder, that a transfer of Common Shares owned by such Holder has been effected pursuant to Rule 144, then, unless otherwise required by law, within three (3) business days of your receipt of the undertaking referred to in (c) or the notice referred to in (d), you shall issue a book-entry statement evidencing the Common Shares to the Holder or to the transferees of the Holder, as applicable, registered in the name of such Holder or such transferees, which shall not bear any legend restricting transfer of such Common Shares and should not be subject to any stop-transfer restriction. The certificates should bear A form of written confirmation (to be used in connection with any sale) from the legend set forth on Exhibit II Company’s outside legal counsel that a registration statement covering resales of the Common Shares has been declared effective by the SEC under the Securities Act is attached hereto and “stop transfer” instructions should as Exhibit I. The form of Undertaking to be placed against their subsequent transfer. Kindly deliver completed by a Holder pursuant to clause (c) of the certificates prior paragraph is attached as Annex A to the respective delivery addresses set forth on Exhibit I via hand delivery or overnight courier. We confirm that these shares will be validly issued, fully paid and non-assessable upon issuancesuch counsel confirmation. Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact our counsel, Gxxxxxxxx Txxxxxx, P.A., attention Rxxxxx X. Xxxxxxxx, Esq., me at (000) 000-0000. Very truly yours, GLASSESOFF REGADO BIOSCIENCES, INC. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of [_________], 2014 VSTOCK TRANSFER20 American Stock Transfer & Trust Company, LLC By: Name: Title: Enclosures EXHIBIT I Name FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Re: Regado Biosciences, Inc. Ladies and Address of Stockholder Number of Shares Purchased TOTALGentlemen: EXHIBIT II THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933We are counsel to Regado Biosciences, AS AMENDED Inc., a Delaware corporation (THE the “SECURITIES ACTCompany”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS ANDand have represented the Company in connection with that certain Securities Purchase Agreement, ACCORDINGLYdated as of January 31, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM2014 (the “Securities Purchase Agreement”), OR IN entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Securities Purchase Agreement, the Company agreed, among other things, to register the Common Shares under the Securities Act of 1933, as amended (the “1933 Act”), for resale by the Holders. In connection with the Company’s obligations under the Securities Purchase Agreement, on , 2014, the Company filed a Registration Statement on Form S-1 (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Common Shares are available for resale under the 1933 Act pursuant to the Registration Statement. So long as neither we nor the Company have advised you that sales of the Common Shares under the Registration Statement have been suspended, upon receipt by you of (i) a written request from a Holder to register a transfer of its Common Shares or a request to remove the restricted legend from the book-entry statement representing its Common Shares, and (ii) a completed Undertaking in the form attached hereto as Annex A TRANSACTION NOT SUBJECT TOrelating to such Common Shares, THE REGISTRATION REQUIREMENTS you may remove any stop order on your books relating to such Common Shares, remove the restricted legend on your books, effect the transfer requested (if applicable) and issue a new book-entry statement representing such Common Shares in accordance with the transfer instructions or removal request, free of any restrictive legend or any stop order on your books relating to such Common Shares. Very truly yours, XXXXXXXXXX XXXXXXX, LLP CC: [LIST NAMES OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWSHOLDERS] Annex A UNDERTAKING To: American Stock Transfer & Trust Company, LLC Regado Biosciences, Inc. and Xxxxxxxxxx Xxxxxxx LLP The undersigned [an officer of, or other person duly authorized by] [fill in official name of individual or institution] hereby certifies that he/she [said institution] (i) is the owner of shares (the “Common Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of Regado Biosciences, Inc.(the “Company”) evidenced by a book-entry statement on the books of the transfer agent for the Common Stock, and as such, (ii) is named as a “selling stockholder” in the prospectus (the “Prospectus”) of the Company included in the Company’s registration Statement (File No. ANNEX B333-—) (the “Registration Statement”), (iii) will sell all of such Common Shares pursuant to the Company’s Registration Statement and in accordance with the Plan of Distribution set forth in the Prospectus related thereto and (iv) if the Company advises the undersigned that Rule 172 is not applicable, will deliver a current Prospectus to the purchaser of such shares in connection with such sale and/or a copy of the Prospectus is on file with the Securities and Exchange Commission. The undersigned hereby further certifies that he/she [said institution] will sell the Common Shares ONLY (1) under the Registration Statement at such time as the Registration Statement is effective and not during the pendency of a stop order or other suspension of effectiveness of the Registration Statement, and in accordance with the Plan of Distribution contained in the Registration Statement or (2) pursuant to Rule 144 promulgated under the U.S. Securities Act of 1933, as amended. Print or type: Name of Selling Stockholder (Individual or Institution): Name of Individual Representing Selling Stockholder (if an Institution): Title of Individual Representing Selling Stockholder (if an Institution): Signature by: Individual Selling Stockholder or Individual representing Selling Stockholder: Dated: EXHIBIT F FORM OF OFFICER’S CERTIFICATE February 5, 2014 The undersigned, the President and Chief Executive Officer of Regado Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to Section 5.1(i) of the Securities Purchase Agreement, dated as of January 31, 2014 by and among the Company and the investors signatory thereto (the “Securities Purchase Agreement”), hereby represents, warrants and certifies as follows (capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Securities Purchase Agreement):

COMPANY TRANSFER AGENT INSTRUCTIONS. [COMPANY TRANSFER AGENT] [ADDRESS] American Stock Transfer & Trust Company 6000 00xx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: [_________], Account Representative Ladies and Gentlemen: Reference is made to that certain Stock Purchase Agreement, dated as of [December ____________], 2014 2006 (the “Agreement”), by and among GlassesOff Hythiam, Inc., a Nevada Delaware corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of Common Stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”). In connection with the consummation of the transactions contemplated by the Agreement, this This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue an aggregate of _______ certificates for shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration statement covering resales of the Common Shares has been declared effective by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) sales of the Common Shares may be made in conformity with Rule 144 under the Securities Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) notice from legal counsel to the Company or any Investor that a transfer of Common Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then, unless otherwise required by law, within three (3) business days of your receipt of the notice referred to in (c), you shall issue the certificates representing the Common Shares so sold to the transferees registered in the names of such transferees, and denominations set forth on Exhibit I attached heretosuch certificates shall not bear any legend restricting transfer of the Common Shares thereby and should not be subject to any stop-transfer restriction. The certificates should bear A form of written confirmation (to be used in connection with any sale) from the legend set forth on Exhibit II attached hereto and “stop transfer” instructions should be placed against their subsequent transfer. Kindly deliver Company’s outside legal counsel that a registration statement covering resales of the certificates to Common Shares has been declared effective by the respective delivery addresses set forth on Exhibit I via hand delivery or overnight courier. We confirm that these shares Commission under the Securities Act will be validly issued, fully paid and non-assessable upon issuancesupplied to you. Please be advised that the Holders Investors are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder Investor is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact our counsel, Gxxxxxxxx Txxxxxx, P.A., attention Rxxxxx X. Xxxxxxxx, Esq., the undersigned at (000) 000310-0000444-4300. Very truly yours, GLASSESOFF HYTHIAM, INC. By: Name: Title: THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ _day of [_________], 2014 VSTOCK TRANSFER, LLC 2006 AMERICAN STOCK TRANSFER & TRUST COMPANY By: Name: Title: Enclosures EXHIBIT I Schedule 3.1(a) SUBSIDIARIES Name Jurisdiction of Incorporation Hythiam International (Cayman) Ltd. Cayman Islands Hythiam International Sarl Switzerland Quit System Sarl Switzerland Hythiam Switzerland Sarl Switzerland Quit System Italy Srl Italy Quit Systems Spain Trading Sl Spain Schedule 3.1(f) CAPITALIZATION Authorized Capital Stock Preferred Stock: 50,000,000 shares Common Stock: 200,000,000 shares Capital Stock Issued and Address Outstanding Preferred Stock: no shares Common Stock: 40,333,725 shares as of Stockholder Number of Shares Purchased TOTAL: EXHIBIT II THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES November 7, 2006 Schedule 3.1(h) MATERIAL CHANGES None. Schedule 3.1(l) FEES Fees payable to UBS Securities LLC AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Wxxxxxx Xxxxx & Company as placement agents. Schedule 3.1(p), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ANNEX B

COMPANY TRANSFER AGENT INSTRUCTIONS. [COMPANY TRANSFER AGENT] [ADDRESS] Computershare Investor Services LLC 2 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: [_________], Account Representative Ladies and Gentlemen: Reference is made to that certain Stock Securities Purchase Agreement, dated as of [____________]March 1, 2014 2006 (the “Agreement”), by and among GlassesOff Akorn, Inc., a Nevada Louisiana corporation (the “Company”), and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Common Shares”) of Common Stock of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), and Warrants (the “Warrants”), which are exercisable into shares of Common Stock. In connection with the consummation of the transactions contemplated by the Agreement, this This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue an aggregate of _______ shares of Common Stock upon transfer or resale of the Common Shares. You acknowledge and agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that either (i) a registration statement covering resales of the Common Shares and the Warrant Shares has been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”) and such confirmation has not been rescinded, or (ii) sales of the Common Shares and the Warrant Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule 144”), (b) if applicable, a copy of such registration statement, and (c) either (x) notice from the Company of the surrender of stock certificates for the purpose of having such certificates replaced with certificates which do not bear the restrictive legends pursuant to Section 4.1(c) of the Agreement, or (y) notice from legal counsel to the Company or any Holder that a transfer of Common Shares and/or Warrant Shares has been effected either pursuant to the registration statement (and a prospectus delivered to the transferee) or pursuant to Rule 144, then, unless otherwise required by law, within three (3) Business Days of your receipt of the notice referred to in (c), you shall issue the certificates representing the Common Shares and the Warrant Shares to the Holders (in the case of (c)(x)) or to the transferees registered in the names of such transferees (in the case of (c)(y)), and denominations such certificates shall not bear any legend restricting transfer of the Common Shares and the Warrant Shares thereby and should not be subject to any stop-transfer restriction, except as set forth on Exhibit I attached heretoin Section 6.5 of the Agreement. The certificates should bear A form of written confirmation (to be used in connection with any sale) from the legend set forth on Exhibit II Company’s outside legal counsel that a registration statement covering resales of the Common Shares and the Warrant Shares has been declared effective by the SEC under the 1933 Act is attached hereto and “stop transfer” instructions should be placed against their subsequent transfer. Kindly deliver the certificates to the respective delivery addresses set forth on as Exhibit I via hand delivery or overnight courier. We confirm that these shares will be validly issued, fully paid and non-assessable upon issuance. A. Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact our counsel, Gxxxxxxxx Txxxxxx, P.A., attention Rxxxxx X. Xxxxxxxx, Esq., me at (000) 000-0000. Very truly yours, GLASSESOFF AKORN, INC. By: Name: Jxxxxxx X. Whitenell Title: Chief Financial Officer THE FOREGOING INSTRUCTIONS ARE ACKNOWLEDGED AND AGREED TO this ___ day of [_________], 2014 VSTOCK TRANSFER, _ 2006 COMPUTERSHARE INVESTOR SERVICES LLC By: Name: Title: Enclosures EXHIBIT I Name Exhibit A Form of Written Confirmation Computershare Investor Services, LLC 2 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 RE: Akorn, Inc. Ladies and Address Gentlemen: We are counsel to Akorn, Inc., a Louisiana corporation (the “Company”), and we understand that each of Stockholder Number the investors listed on Exhibit A attached hereto and incorporated herein by reference (collectively, the “Holders”) holds equity securities of Shares Purchased TOTAL: EXHIBIT II the Company as further described on Exhibit A. In connection with the Company’s obligations under a Securities Purchase Agreement, dated as of ___, 2006, by and among the Company and certain of the Holders (the “Securities Purchase Agreement”), on ___, 2006, the Company filed a Registration Statement on Form S-3 (File No. ___) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities (as defined below), which names the Holders as selling stockholders thereunder. For purposes of this letter, the term “Registrable Securities” shall mean ___; provided, however, that securities shall only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration statement declared effective by the Commission, and (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered into an order declaring the Registration Statement effective under the Securities Act at _:00 p.m. PDT on ___, 2006, and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC. Based on the foregoing, we are of the opinion that the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. Very truly yours, Exhibit F FORM OF WARRANT NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ANNEX BAkorn, Inc. WARRANT Warrant No. [ ] Dated: March___, 2006 Akorn, Inc., a Louisiana corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [___]1 shares of common stock, no par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $5.40 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from 180 days from the date hereof and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”