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

Company's Instructions to Transfer Agent. 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 Debenture Shares upon conversion of or other issuance under 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 (iii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as defined in the Debentures) or 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. 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 may effect delivery of Debenture Shares or Warrant 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 Debenture 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 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. On or prior to 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 Debenture Shares upon conversion of or other issuance under 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 following the related Conversion Date (as defined in the Debentures) or 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. As long as the 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 may shall effect delivery of Debenture Warrant Shares or Warrant 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 Debenture 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 commercially 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. On or prior to the Closing DateClosing, 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 Debenture the Warrant Shares upon conversion exercise of or other issuance under the Debentures and Warrant in accordance with its terms upon receipt of a valid Conversion Notice (as defined in the Debentures) exercise from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, Purchaser; (ii) to issue certificates representing the number of Warrant Shares upon 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 Warrants 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 Conversion Date date of exercise and (as defined in ii) the Debentures) or Exercise Date (as defined in business day following the Warrants), as day on which the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable lawWarrant is received by the Company. As long as purchases and sales of shares of Common Stock are eligible for settlement at the Depository Trust Company ("DTC"), the Company shall may instruct the transfer agent Transfer Agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor Purchaser upon conversion of the Debentures, or 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 may effect delivery of Debenture Warrant Shares or Warrant 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 InvestorPurchaser's right to convert exercise the Debentures Warrant or to receive Debenture Warrant Shares in accordance with the terms of the Debentures or to exercise Warrant, the Warrant or to receive Warrant Shares upon exercise of the WarrantsRegistration Rights Agreement and this Agreement, respectively. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. On or prior to the Closing DateClosing, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the "Transfer AgentTRANSFER AGENT"), and provide each Investor with a copy thereof, directing the Transfer Agent ) (i) to issue certificates representing Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) from an Investora Purchaser, in the amount specified in such Conversion Notice, in the name of such Investor 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 (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 DebenturesCertificate 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 Series B 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. As long as the 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 DebenturesPreferred Shares, or 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 may effect delivery of Debenture Conversion Shares, Warrant Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or exercise the Warrant or to receive Debenture Conversion Shares, Warrants or Dividend Payment Shares in accordance with the terms of the Debentures or to exercise the Warrant 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 relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) from an Investora Purchaser, in the amount specified in such Conversion Notice, in the name of such Investor 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 (iii) 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 DebenturesCertificate 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. 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 DebenturesPreferred 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 may effect delivery of Debenture Conversion Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or to receive Debenture Conversion Shares in accordance with the terms of the Debentures 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 relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of (i) a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) from an Investora Purchaser and (ii) a confirmation from the Company, in the amount specified in such Conversion Notice, in the name of such Investor Purchaser or its nomineenominee (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 issue certificates representing Warrant Shares upon exercise of the Warrants and (iii) 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 DebenturesCertificate of Designation) or Exercise Date and (as defined in B) the Warrants)first Business Day following the date of delivery of the original certificates, as duly endorsed, representing the case may bePreferred Shares being converted. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. As long as the 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 Debentures, or exercise 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 may effect delivery of Debenture Conversion Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or to receive Debenture Conversion Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise Certificate of the WarrantsDesignation. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall company will use its commercially 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. On or prior to the Closing Dateeach 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 Debenture Shares upon conversion of or other issuance under 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 Warrant in accordance with the its terms upon receipt of a valid Exercise Notice (as defined in the Warrant) from Purchaser, in the amount specified in such Exercise Notice in the name of Purchaser or its nominee 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 business day following the related Conversion Date (as defined in the Debentures) or Exercise Date (as defined in the WarrantsWarrant), as (B) the case may be. Such first business day following delivery of the original certificates, duly endorsed, representing the Warrant being exercised 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 Warrant certificates may bear legends pursuant to applicable provisions of this Agreement or applicable lawif such delivery is effected after 2:00 p.m., Arizona time. 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 of Common Stock to an Investor Purchaser 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 issuedWarrant, the transfer agent may effect delivery of Debenture Warrant Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures or to receive Debenture Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. On or prior to the applicable 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Notes and receipt of a valid Conversion Notice (as defined in the DebenturesNotes) 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 (iii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Trading Day following the related Conversion Date (as defined in the DebenturesNotes) 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. As long as the 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 DebenturesNotes, 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 may effect delivery of Debenture Conversion Shares or Warrant 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 Notes or to receive Debenture Conversion Shares in accordance with the terms of the Debentures Notes 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 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. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares and receipt of a valid Conversion Notice (as defined in the DebenturesCertificate) 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 (iii) 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 DebenturesCertificate) 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. As long as the 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 DebenturesPreferred 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 may effect delivery of Debenture Conversion Shares or Warrant 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 Preferred Shares or to receive Debenture Conversion Shares in accordance with the terms of the Debentures Certificate 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 commercially 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. 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 Debenture Shares upon conversion of or other issuance under 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 Warrants), as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. As long as the 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 may shall effect delivery of Debenture Warrant Shares or Warrant 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 Debenture 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 commercially 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. On or prior to 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 Debenture -------------- Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Authorized Terms and receipt of a valid Conversion Notice (as defined in the DebenturesAuthorized Terms) from an Investorthe Purchaser, in the amount specified in such Conversion Notice, Notice in the name of such Investor 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 (iiiiv) 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 DebenturesAuthorized Terms) 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 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. Such certificates may bear legends pursuant The Company represents to applicable provisions of this Agreement and agrees with the Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or applicable law. As long as otherwise restrict the Company shall instruct Purchaser's right to convert the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon conversion Preferred Shares or exercise the Warrant or issuance of the Debentures, or exercise 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 may effect delivery of Debenture Conversion Shares, Warrant Shares or Warrant 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 InvestorPurchaser's right rights to convert the Debentures Preferred Shares or exercise the Warrant or to receive Debenture Conversion Shares or Dividend Payment Shares in accordance with the terms of the Debentures or to exercise the Warrant Authorized Terms or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Notes and receipt of a valid Conversion Notice (as defined in the DebenturesNotes) 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 (iii) 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 DebenturesNotes) 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. As long as the 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 DebenturesNotes, 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 may effect delivery of Debenture Conversion Shares or Warrant 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 Notes or to receive Debenture Conversion Shares in accordance with the terms of the Debentures Notes 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 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. 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 Debenture Shares upon conversion of or other issuance under 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 Warrants), as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. As long as the 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 may shall effect delivery of Debenture Warrant Shares or Warrant 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 Debenture Shares in accordance with the terms of the Debentures or 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 relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially 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. On or prior to the Closing DateClosing, 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) from an Investora Purchaser, in the amount specified in such Conversion Notice, in the name of such Investor 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 (iiiiv) 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 DebenturesCertificate 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. 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 DebenturesPreferred Shares, or 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 may effect delivery of Debenture Conversion Shares, Warrant Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or exercise the Warrant or to receive Debenture Conversion Shares, Warrants or Dividend Payment Shares in accordance with the terms of the Debentures or to exercise the Warrant 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 relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. 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 Debenture Shares upon conversion of or other issuance under 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 Warrant 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 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. As long as the 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 Debentures, or 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 may effect delivery of Debenture Warrant Shares or Warrant 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 Debentures or to receive Debenture Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise of the WarrantsWarrant. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially 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. 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 Debenture Conversion Shares upon conversion of or other issuance under 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 (iii) 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. 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 may effect delivery of Debenture Conversion Shares or Warrant 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 Debenture 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 commercially 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. On or The Company shall, prior to the Closing DateInitial Conversion Date (as defined in the GMO Debentures), the Company shall execute and deliver irrevocable written instructions to the instruct its transfer agent for its Common Stock (the "Transfer AgentTRANSFER AGENT"), and provide each Investor with a copy thereof, directing the Transfer Agent ) (i) to issue certificates representing Debenture Shares convert the GMO Debentures into GMO Stock and, upon conversion issuance of or other issuance under the GGD Debentures, to convert the GGD Debentures and into GGD Stock, in either such case, upon 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 nomineea 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 (iii) 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 Conversion Date (as defined in the Debentures) or 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. 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 may effect delivery of Debenture Shares or Warrant 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such InvestorPurchaser's right to convert the Debentures or to receive Debenture Conversion Shares in accordance with the terms of the Debentures or to exercise Debentures, the Warrant or to receive Warrant Shares upon exercise of the WarrantsRegistration Rights Agreement and this Agreement, respectively. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Notes and receipt of a valid Conversion Notice (as defined in the DebenturesNotes) from an the Investor, in the amount specified in such Conversion Notice, in the name of such the Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iii) 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 DebenturesNotes) 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. As long as the 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 DebenturesNotes, 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 may effect delivery of Debenture Conversion Shares or Warrant 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 ’s right to convert the Debentures Notes or to receive Debenture Conversion Shares in accordance with the terms of the Debentures Notes 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 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. On or prior to 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 Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Debenture Conversion Shares upon conversion of or other issuance under the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from an Investora Purchaser, in the amount specified in such Conversion Notice, in the name of such Investor Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iii) 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 Debentures) or Exercise Date (as defined in the Warrants), as the case may be. Such certificates may shall bear legends pursuant a restrictive legend to applicable provisions the extent and in the form required by the terms of this Agreement or applicable lawAgreement. 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 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 Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no as long as this Agreement does not then require a restrictive legend is required to appear be placed on any physical certificate if issuedsuch shares, the transfer agent may effect delivery of Debenture Conversion Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures or to receive Debenture Conversion Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise of the WarrantsDebentures. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially 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. On or prior to 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 Debenture Conversion Shares upon conversion of or other issuance under 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 (iii) 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. As long as the 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 may effect delivery of Debenture Conversion Shares or Warrant 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 Debenture 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 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. 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 Debenture Conversion Shares upon conversion of or other issuance under 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 (iii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as defined in the Debentures) or Exercise Date (as defined in the Warrants), as the case may bean expedited basis. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. As long as the 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 may shall effect delivery of Debenture Conversion Shares or Warrant 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 Debenture 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 commercially 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. On or prior to 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) from an Investora Purchaser, in the amount specified in such Conversion Notice, in the name of such Investor Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iii) 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 DebenturesCertificate 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. 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 DebenturesPreferred 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 may effect delivery of Debenture Conversion Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or to receive Debenture Conversion Shares in accordance with the terms of the Debentures 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 relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially 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. On or prior to the Closing DateTranche ---------------------------------------- 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 Debenture -------------- Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Authorized Terms and receipt of a valid Conversion Notice (as defined in the DebenturesAuthorized Terms) from an Investora Purchaser, in the amount specified in such Conversion Notice, Notice in the name of such Investor 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 (iiiiv) 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 DebenturesAuthorized Terms) or Exercise Date (as defined in the Warrants), as the case may be. Such certificates may bear legends pursuant to applicable provisions be and (B) in the case of this Agreement or applicable law. 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, Preferred Shares or 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 may effect delivery of Debenture Conversion Shares, Warrant Shares or Warrant 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 InvestorPurchaser's right rights to convert the Debentures Preferred Shares or exercise the Warrants or to receive Debenture Conversion Shares or Dividend Payment Shares in accordance with the terms of the Debentures or to exercise the Warrant Authorized Terms or to receive Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. On or prior to the Closing DateClosing, 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Articles of Amendment and receipt of a valid Conversion Notice (as defined in the DebenturesArticles of Amendment) from an Investora Purchaser, in the amount specified in such Conversion Notice, Notice in the name of such Investor 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 (iiiiv) 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 DebenturesArticles 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. 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 of Common Stock to an Investor a Purchaser upon conversion of the DebenturesPreferred Shares, or 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 may effect delivery of Debenture Conversion Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or exercise the Warrant or to receive Debenture Conversion Shares or Issuable Securities in accordance with the terms of the Articles of Amendment or to receive Warrant Shares in accordance with the terms of the Debentures or to exercise the Warrant or to receive Warrant Shares upon exercise of the WarrantsWarrant. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its commercially reasonable 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. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from an Investorthe Purchaser, in the amount specified in such Conversion Notice, in the name of such Investor 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 (iiiiv) 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 DebenturesDebentures or Articles of Amendment, as the case may be) 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. As long as the 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 of the Debentures, 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 may effect delivery of Debenture Conversion Shares or Warrant 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 convert the Debentures or to receive Debenture 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 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.conflict

Company's Instructions to Transfer Agent. 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 Debenture Conversion Shares upon conversion of or other issuance under the Debentures Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of (i) a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) from an Investora Purchaser and (ii) a confirmation from the Company, in the amount specified in such Conversion Notice, in the name of such Investor Purchaser or its nomineenominee (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 (iii) 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 DebenturesCertificate 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)) being converted or exercised, as the case may be. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. As long as the 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 DebenturesPreferred Shares, or exercise issuance of the WarrantsWarrant 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 may effect delivery of Debenture Conversion Shares or Warrant 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 InvestorPurchaser's right to convert the Debentures Preferred Shares or exercise the Warrants or to receive Debenture Conversion Shares or Warrant Shares in accordance with the terms of the Debentures Certificate of Designation or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants, as the case may be. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall will use its commercially 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. 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 Debenture Conversion Shares upon conversion of or other issuance under 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 (iii) 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. As long as the 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 may effect delivery of Debenture Conversion Shares or Warrant 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 Debenture 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 commercially 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.