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 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 the 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 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 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 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 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 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.

Company's Instructions to Transfer Agent. On or prior to the each 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 of Designation) 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 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 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 ’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 ’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 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 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, and (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 Debentures) or Exercise Date (as defined in the WarrantsNotes), 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 WarrantsNotes, 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 or to exercise the Warrant or to receive Warrant Shares upon exercise of the WarrantsNotes. 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 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 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 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 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 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.

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 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 and receipt of a valid Conversion Notice (as defined in the DebenturesArticles of Amendment) 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 DebenturesArticles of Amendment) or Exercise Date (as defined in the Warrants), as the case may be, in each except to the extent any such shares are subject to a Dispute Procedure as such term is defined in the Articles of Amendment or Warrants as the case may be. Such certificates may shall bear only such legends as are required pursuant to applicable provisions of this Agreement Section 2.5 hereof 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 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 Articles of Amendment 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 each 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 Warrants, in the name and amount specified by such Investor 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 Series A Warrants or Series B Warrants), as the case may be). Such certificates Warrant Shares shall not contain any restrictive legend except as may bear legends pursuant to applicable provisions be required by the terms of this Agreement or applicable lawAgreement. 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 Warrantsa Warrant, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and (y) --- such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no legend is required to appear on any physical certificate if when 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 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 a Warrant or to receive Warrant Shares upon exercise of the Warrantssuch exercise. 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 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 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 -------------------------------------------- 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 Stock and receipt of a valid Conversion Notice (as defined in the DebenturesCertificate of Designation) 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 DebenturesCertificate of Designation) 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 DebenturesPreferred Stock, 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 right to convert the Debentures Preferred Stock 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 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 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 the 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. 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") 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 the 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 the 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 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 AgentTRANSFER 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 Warrants, in the name and amount specified by such Investor 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 Series C Warrants or Series D Warrants), as the case may be). Such certificates Warrant Shares shall not contain any restrictive legend except as may bear legends pursuant to applicable provisions be required by the terms of this Agreement or applicable lawAgreement. 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 Warrantsa Warrant, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and (y) such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no legend is required to appear on any physical certificate if when 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 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 a Warrant or to receive Warrant Shares upon exercise of the Warrantssuch exercise. 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.