Common use of Company's Instructions to Transfer Agent Clause in Contracts

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon exercise of the Warrants and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day following the related Exercise Date (as defined in the Warrants). 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 Investor upon 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 Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall effect delivery of Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right to exercise the Warrant or to receive Warrant Shares upon exercise of the 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.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Closing Date)Closing, the Company shall execute and deliver irrevocable written instructions a letter to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing thereby appointing the Transfer Agent as the Company's exercise agent and irrevocably instructing the Transfer Agent: (i) to issue certificates representing the Warrant Shares upon exercise of the Warrants and Warrant in accordance with its terms upon receipt of a valid exercise from Purchaser; (ii) to issue certificates representing the number of Warrant Shares specified in such exercise notice, free of any restrictive legend, in the name of Purchaser or its nominee as long as the sale of the Warrant Shares is registered pursuant to an effective registration statement or such shares are eligible for resale under Rule 144(k); and (iii) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (i) the third (3rd) Business Day business day following the related Exercise Date date of exercise and (ii) the business day following the day on which the Warrant is received by the Company. As long as defined in purchases and sales of shares of Common Stock are eligible for settlement at the WarrantsDepository Trust Company ("DTC"). Such certificates , the Company may bear legends pursuant to applicable provisions of this Agreement or applicable law. The Company shall instruct the transfer agent Transfer Agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor Purchaser upon exercise of the WarrantsWarrant, and as long as the Transfer Agent is a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and such Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Warrant Shares by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to exercise the Warrant or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant, the Registration Rights Agreement and this Agreement, respectively. In the event that the Company’s '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 shall 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 agrees to be bound by the instructions described aboveterms hereof.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Initial Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Debentures) or Exercise Date (as defined in the WarrantsWarrant), 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 Investor upon conversion of the Debentures, 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 Investor 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 shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s 's right to convert the Debentures or to receive Conversion Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company’s 's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best commercially reasonable 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.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Closing Date)---------------------------------------- Closing, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing -------------- Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Authorized Terms and receipt of a valid Conversion Notice (as defined in the Authorized Terms) from the Purchaser, in the amount specified in such Conversion Notice in the name of the Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants Warrant in accordance with its terms upon receipt of a valid Exercise Notice (as defined in the Warrant) from the Purchaser, in the amount specified in such Exercise Notice in the name of the Purchaser or its nominee, (iii) to issue certificates representing the Dividend Payment Shares upon the issuance thereof in accordance with the Authorized Terms, and (iiiv) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day business day following the related Conversion Date or the Dividend Payment Date (each as defined in the Authorized Terms) or Exercise Date (as defined in the WarrantsWarrant). Such certificates , as the case may bear legends pursuant be and (B) in the case of conversion of Preferred Shares or exercise of the Warrant, the first business day following the date of delivery to applicable provisions the Company or the Transfer Agent of this Agreement the original certificates, duly endorsed, representing the shares of Preferred Stock being converted or applicable lawthe Warrant being exercised, as the case may be. The Company shall instruct represents to and agrees with the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock Purchaser that it will not give any instruction to an Investor upon the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict the Purchaser's right to convert the Preferred Shares or exercise the Warrant or issuance of the WarrantsDividend Payment Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issuedcertificates, the transfer agent shall may effect delivery of Conversion Shares, Warrant Shares or Dividend Payment Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor the Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right Purchaser's rights to convert the Preferred Shares or exercise the Warrant or to receive Conversion Shares or Dividend Payment Shares in accordance with the terms of the Authorized Terms or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. In the event that the Company’s '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 shall 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 agrees to be bound by the instructions described aboveterms hereof.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon exercise of the Warrants and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Exercise Date (as defined in the Warrants), 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 Investor upon 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 Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall effect delivery of Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its reasonable 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.

Company's Instructions to Transfer Agent. As soon as practicable following The Company shall, prior to the Closing Initial Conversion Date (but as defined in no event later than five Business Days after the Closing DateGMO Debentures), the Company shall execute and deliver irrevocable written instructions to the instruct its transfer agent for its Common Stock (the “Transfer Agent”"TRANSFER AGENT"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to convert the GMO Debentures into GMO Stock and, upon issuance of the GGD Debentures, to convert the GGD Debentures into GGD Stock, in either such case, upon receipt of a valid Conversion Notice (as defined in the Debentures) from a Purchaser, (ii) to issue certificates representing Warrant Shares upon exercise the number of shares of GMO Stock or GGD Stock, as the case may be, specified in such Conversion Notice, free of any restrictive legend if at such time the GMO Registration Statement or the GGD Registration Statement (each as defined in the Registration Rights Agreement), as the case may be, is effective and available for sales of such shares or such shares are eligible for sale pursuant to Rule 144(k) under the Securities Act, in the name of the Warrants Purchaser or its nominee and (iiiii) to deliver such certificates to such Investor the Purchaser no later than the close of business on the third (3rd) Business Day business day following the related Exercise Conversion Date (as defined in the WarrantsDebentures). 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 Investor upon 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 Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall effect delivery of Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to exercise convert the Warrant Debentures or to receive Warrant Conversion Shares upon exercise in accordance with the terms of the WarrantsDebentures, the Registration Rights Agreement and this Agreement, respectively. In the event that the Company’s '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 shall 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 executes and agrees to be bound by the instructions described aboveterms hereof.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Closing Date)Tranche ---------------------------------------- A Closing, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing -------------- Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Authorized Terms and receipt of a valid Conversion Notice (as defined in the Authorized Terms) from a Purchaser, in the amount specified in such Conversion Notice in the name of such Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants in accordance with its terms upon receipt of a valid Exercise Notice (as defined in the Warrants) from a Purchaser, in the amount specified in such Exercise Notice in the name of such Purchaser or its nominee, (iii) to issue certificates representing the Dividend Payment Shares upon the issuance thereof in accordance with the Authorized Terms and (iiiv) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day business day following the related Conversion Date or the Dividend Payment Date (each as defined in the Authorized Terms) or Exercise Date (as defined in the Warrants). Such certificates , as the case may bear legends pursuant to applicable provisions be and (B) in the case of this Agreement conversion of Preferred Shares or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon exercise of the Warrants, the first business day following the date of delivery to the Company or the Transfer Agent of the original certificates, duly endorsed, representing the shares of Preferred Stock being converted or the Warrant being exercised, as the case may be. The Company represents to and agrees with each Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Purchaser's right to convert the Preferred Shares or exercise the Warrants or issuance of the Dividend Payment Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issuedcertificates, the transfer agent shall may effect delivery of Conversion Shares, Warrant Shares or Dividend Payment Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right Purchaser's rights to convert the Preferred Shares or exercise the Warrant Warrants or to receive Conversion Shares or Dividend Payment Shares in accordance with the terms of the Authorized Terms or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. In the event that the Company’s '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 shall 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 agrees to be bound by the instructions described aboveterms hereof.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares and receipt of a valid Conversion Notice (as defined in the Certificate) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Certificate) or Exercise Date (as defined in the WarrantsWarrant), 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 Investor upon conversion of the Preferred Shares, 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 programprogram ("FAST") and the Conversion Shares are eligible to be delivered through the FAST system, and such Investor 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 shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s 's right to convert the Preferred Shares or to receive Conversion Shares in accordance with the terms of the Certificate or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company’s '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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants in accordance with their terms and receipt of a valid Exercise Notice (as defined in the Warrants) from a Purchaser, in the amount specified in such Exercise Notice in the name of such Purchaser or its nominee and (iiiii) to deliver such certificates to such Investor Purchaser no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Certificate of Designation) or Exercise Date (as defined in the WarrantsWarrant), as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon conversion of the Preferred Shares, 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 Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to convert the Preferred Shares or to receive Conversion Shares in accordance with the terms of the Certificate of Designation or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company’s '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 shall 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.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Closing Date)Closing, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants in accordance with their terms and receipt of a valid Exercise Notice (as defined in the Warrants) from a Purchaser, in the amount specified in such Exercise Notice in the name of such Purchaser or its nominee, (iii) to issue certificates representing the Dividend Payment Shares upon the issuance thereof in accordance with the Certificate of Designation and (iiiv) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day business day following the related Conversion Date or the Dividend Payment Date (each as defined in the Certificate of Designation) or Exercise Date (as defined in the WarrantsWarrant), as the case may be and (B) in the case of conversion of Preferred Shares or exercise of the Warrant, the first business day following the date of delivery of the original certificates, duly endorsed, representing the Preferred Shares being converted or the Warrant being exercised, as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon conversion of the Preferred Shares, exercise of the WarrantsWarrant, or issuance of the Dividend Payment Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares, Warrant Shares or Dividend Payment Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to convert the Preferred Shares or exercise the Warrant or to receive Conversion Shares, Warrants or Dividend Payment Shares in accordance with the terms of the Certificate of Designation or to receive Warrant Shares upon exercise in accordance with the terms of the Warrants. In the event that the Company’s '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 shall 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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Debentures) or Exercise Date (as defined in the WarrantsWarrant), 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 Investor upon conversion of the Debentures, 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 Investor 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 shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s 's right to convert the Debentures or to receive Conversion Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company’s '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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Notes and receipt of a valid Conversion Notice (as defined in the Notes) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Notes) or Exercise Date (as defined in the WarrantsWarrant), 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 Investor upon conversion of the 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 Investor 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 shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right to convert the Notes or to receive Conversion Shares in accordance with the terms of the Notes or to exercise the Warrant or to receive Warrant Shares upon exercise of the 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 commercially reasonable 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.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Closing Date)Closing, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Articles of Amendment and receipt of a valid Conversion Notice (as defined in the Articles of Amendment) from a Purchaser, in the amount specified in such Conversion Notice in the name of such Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants Warrant in accordance with the its terms upon receipt of a valid Exercise Notice (as defined in the Warrant) from a Purchaser, in the amount specified in such Exercise Notice in the name of such Purchaser or its nominee, (iii) to issue certificates representing the Issuable Securities upon the issuance thereof in accordance with the Articles of Amendment and (iiiv) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day business day following the related Conversion Date (as defined in the Articles of Amendment) or the Exercise Date (as defined in the WarrantsWarrant), as the case may be, (B) the first business day following delivery of the original certificates, duly endorsed, representing the Series C Preferred Shares being converted or the Warrant being exercised, as the case may be, if such delivery is effected at or prior to 2:00 p.m., Arizona time, and (C) the second business day following delivery of such original certificates or Warrant if such delivery is effected after 2:00 p.m., Arizona time. Such Delivery of certificates may bear legends pursuant to applicable provisions representing Issuable Securities shall be made in the manner and at the times specified in the Articles of this Agreement or applicable lawAmendment. The As long as purchases and sales of shares of Common Stock are eligible for settlement at the Depository Trust Company ("DTC"), the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares to a Purchaser upon conversion of Common Stock to an Investor upon the Preferred Shares, exercise of the WarrantsWarrant, and as long as or issuance of the Transfer Agent is a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and such Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issuedIssuable Securities, the transfer agent shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to convert the Preferred Shares or exercise the Warrant or to receive Conversion Shares or Issuable Securities in accordance with the terms of the Articles of Amendment or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. In the event that the Company’s '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 shall 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 agrees to be bound by the instructions described aboveterms hereof.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of (i) a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser and (ii) a confirmation from the Company, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee (subject to the Company's right pursuant to the terms of the Certificate of Designation to pay cash in lieu of issuing such certificates upon a conversion), (ii) to issue certificates representing the Warrant Shares upon the exercise thereof in accordance with the terms of the Warrants Warrant and receipt of a confirmation from the Company, and (iiiii) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day following the related Conversion Date (as defined in the Certificate of Designation) or Exercise Date (as defined in the Warrant, and (B) the first Business Day following the date of delivery of the original certificates, duly endorsed, representing the Preferred Shares or Warrants (together in the case of the Warrants with the Exercise Price (as defined in the Warrants). Such certificates ) being converted or exercised, as the case may bear legends pursuant to applicable provisions of this Agreement or applicable lawbe. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon exercise conversion of the WarrantsPreferred Shares, or issuance of the Warrant Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to convert the Preferred Shares or exercise the Warrant Warrants or to receive Conversion Shares or Warrant Shares upon exercise in accordance with the terms of the Certificate of Designation or the Warrants, as the case may be. In the event that the Company’s 's relationship with the Transfer Agent should be terminated for any reason, the Company shall will use its best reasonable commercial efforts to cause ensure that the Transfer Agent to shall 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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Debentures) or Exercise Date (as defined in the WarrantsWarrant), as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon conversion of the Debentures, 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 Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right to convert the Debentures or to receive Conversion Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise of the 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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each the Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Notes and receipt of a valid Conversion Notice (as defined in the Notes) from the Investor, in the amount specified in such Conversion Notice, in the name of the Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such the Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Notes) or Exercise Date (as defined in the WarrantsWarrant), 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 the Investor upon conversion of the 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 the Investor 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 shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such the Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each the Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such the Investor’s right to convert the Notes or to receive Conversion Shares in accordance with the terms of the Notes or to exercise the Warrant or to receive Warrant Shares upon exercise of the 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 commercially reasonable 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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Conversion Shares upon exercise conversion of the Warrants Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of (i) a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser and (ii) a confirmation from the Company, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee (subject to the Company's right pursuant to the terms of the Certificate of Designation to pay cash in lieu of issuing such certificates upon a conversion), and (ii) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day following the related Exercise Conversion Date (as defined in the Warrants). Such certificates may bear legends pursuant to applicable provisions Certificate of this Agreement or applicable lawDesignation) and (B) the first Business Day following the date of delivery of the original certificates, duly endorsed, representing the Preferred Shares being converted. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon exercise conversion of the WarrantsPreferred Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor Purchaser has not informed the Company that it wishes to receive received physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Warrant Conversion Shares by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to exercise convert the Warrant Preferred Shares or to receive Warrant Conversion Shares upon exercise in accordance with the terms of the WarrantsCertificate of Designation. In the event that the Company’s 's relationship with the Transfer Agent should be terminated for any reason, the Company shall company will use its best reasonable commercial efforts to cause ensure that the Transfer Agent to shall 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.a

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each the Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon exercise of the Warrants Warrant and (ii) to deliver such certificates to such the Investor no later than the close of business on the third (3rd) Business Day business day following the related Exercise Date (as defined in the WarrantsWarrant). 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 the Investor upon exercise of the WarrantsWarrant, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer programprogram ("FAST"), and such the Warrant Shares are eligible to be delivered through the FAST system, the Investor 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 shall may effect delivery of Warrant Shares by crediting the account of such the Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each the Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such the Investor’s 's right to exercise the Warrant or to receive Warrant Shares upon exercise of the WarrantsWarrant. In the event that the Company’s '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.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from the Purchaser, in the amount specified in such Conversion Notice, in the name of the Purchaser or its nominee, (ii) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Articles of Amendment and receipt of a valid Conversion Notice (as defined in the Articles of Amendment) from the Purchaser, in the amount specified in such Conversion Notice, in the name of the Purchaser or its nominee, (iii) to issue certificates representing the Warrant Shares upon the exercise of the Warrants Warrants, and (iiiv) to deliver such certificates to such Investor the Purchaser no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as defined in the Debentures or Articles of Amendment, as the case may be) or Exercise Date (as defined in the WarrantsWarrant). 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 Investor the Purchaser upon the conversion or exercise of the WarrantsPurchased Securities, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor (y) the Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor the Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor the Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s right to exercise the Warrant or to receive Warrant Shares upon exercise of the 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.conflict

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Tranche A Closing Date), the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to such Investor Purchaser no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Certificate of Designation) or Exercise Date (as defined in the WarrantsWarrant), as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon conversion of the Preferred Shares, 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 Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents -12- to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to convert the Preferred Shares or to receive Conversion Shares in accordance with the terms of the Certificate of Designation or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company’s '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.

Company's Instructions to Transfer Agent. As soon as practicable following On or prior to the Closing Date (but in no event later than five Business Days after the Closing Date)Closing, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the “Transfer Agent”"TRANSFER AGENT"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee, (ii) to issue certificates representing the Warrants upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from a Purchaser, covering the number of Warrant Shares specified in such Conversion Notice, in the name of such Purchaser or its nominee, (iii) to issue certificates representing Warrant Shares upon exercise of the Warrants in accordance with their terms and receipt of a valid Exercise Notice (as defined in the Warrants) from a Purchaser, in the amount specified in such Exercise Notice in the name of such Purchaser or its nominee, (iv) to issue certificates representing the Dividend Payment Shares upon the issuance thereof in accordance with the Certificate of Designation and (iiv) to deliver such certificates to such Investor Purchaser no later than the close of business on the later to occur of (A) the third (3rd) Business Day business day following the related Conversion Date or the Dividend Payment Date (each as defined in the Certificate of Designation) or Exercise Date (as defined in the WarrantsWarrant). Such certificates , as the case may bear legends pursuant to applicable provisions be and (B) in the case of this Agreement conversion of Preferred Shares or applicable lawexercise of the Warrant, the first business day following the date of delivery of the original certificates, duly endorsed, representing the Series B Preferred Shares being converted or the Warrant being exercised, as the case may be. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon conversion of the Preferred Shares, exercise of the WarrantsWarrant, or issuance of the Dividend Payment Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program, and such Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall may effect delivery of Conversion Shares, Warrant Shares or Dividend Payment Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s Purchaser's right to convert the Preferred Shares or exercise the Warrant or to receive Conversion Shares, Warrants or Dividend Payment Shares in accordance with the terms of the Certificate of Designation or to receive Warrant Shares upon exercise in accordance with the terms of the Warrants. In the event that the Company’s '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 shall 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 agrees to be bound by the instructions described aboveterms hereof.

Company's Instructions to Transfer Agent. As soon as practicable following the Closing Date (but in no event later than five Business Days after On or prior to the Closing Date), the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the “"Transfer Agent”"), and provide each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon exercise of the Warrants and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Exercise Date (as defined in the Warrants), 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 Investor upon 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 Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any physical certificate if issued, the transfer agent shall effect delivery of Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor’s 's right to exercise the such Investor's Warrant or to receive Warrant Shares upon exercise of the Warrantssuch Investor's Warrant. In the event that the Company’s '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.