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

Company's Instructions to Transfer Agent. Upon reception by the Company of a notice to convert the Preferred Shares, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock upon conversion of the Preferred Shares and (ii) to deliver such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following the related conversion. Such certificates shall bear only such legends as are required pursuant to Section 5.4 hereof or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser upon conversion of the Preferred Shares, and as long as the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of the Conversion Shares, by crediting the account of 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Shares. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Upon reception by Certificates evidencing the Company of a notice to convert the Preferred Shares, the Company Shares and Warrant Shares shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent not contain any legend (i) to issue certificates representing Common Stock upon conversion while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Preferred Shares and Securities Act, (ii) to deliver following any sale of such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following the related conversion. Such certificates shall bear only such legends as are required Shares or Warrant Shares pursuant to Section 5.4 hereof Rule 144, (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable lawrequirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock cause its counsel to Purchaser upon conversion of the Preferred Shares, and as long as issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a participant time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the Depository Trust current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act ("DTC"including judicial interpretations and pronouncements issued by the staff of the Commission) Fast Automated Securities then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer program Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend ("FAST"such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.8. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of the Conversion Shares, by crediting the account of 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict Purchaser’s prime broker with the foregoing instruction or otherwise restrict Depository Trust Company System as directed by such Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Shares. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Upon reception by the Company of a notice to convert the Preferred Shares, the The Company shall execute and deliver irrevocable written instructions to the cause its transfer agent for its Common Stock (to remove the "Transfer Agent"), and provide Purchaser with a copy thereof, directing restrictive legend set forth in Section 3.5 from certificates evidencing the Transfer Agent Acquired Shares (i) in connection with any sale of such Acquired Shares pursuant to issue certificates representing Common Stock upon conversion a registration statement (including a Registration Statement) covering the resale of such security that is effective under the Preferred Shares and Securities Act, (ii) to deliver in connection with any sale of such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following the related conversion. Such certificates shall bear only such legends as are required Acquired Shares pursuant to Section 5.4 hereof Rule 144, or (iii) if such legend is not required under applicable law. requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), as set forth below. (a) The Company shall issue an instruction letter to its transfer agent to remove the restrictive legend in connection with any sale of the Acquired Shares pursuant to a registration statement, and shall cause its counsel, if required by the transfer agent, to issue a legal opinion authorizing the removal of restrictive legend in connection with a sale of the Acquired Shares pursuant to Rule 144, provided that the Investor shall have delivered to the Company, its counsel and its transfer agent a certification of such facts as the Company and its counsel may reasonably require in connection with providing such instruction letter or legal opinion. (b) The Company shall instruct the its transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser upon conversion remove the restrictive legend as permitted by this Section 5.7 promptly after delivery by the Investor to the Company or its transfer agent of the Preferred Shares, and as long as certificate representing the Transfer Agent is a participant in Acquired Shares being sold by the Depository Trust Investor. (c) The Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has may not informed the Company that it wishes make any notation on its records or give instructions to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the its transfer agent may effect delivery that enlarge the restrictions on transfer set forth in this Section 5.7. (d) Certificates for Acquired Shares subject to legend removal hereunder shall be transmitted by the Company’s transfer agent to the purchaser of the Conversion Shares, such Acquired Shares by crediting the account of 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict such purchaser’s prime broker with the foregoing instruction or otherwise restrict Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Shares. In the event that the Company's relationship with the Transfer Agent should be terminated for any reasonDepository Trust Company System, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed if so directed by the Company and receives the instructions described aboveInvestor.

Company's Instructions to Transfer Agent. Upon reception The Company shall cause its transfer agent to remove the restrictive legend set forth in Section 2.5 from certificates evidencing the Shares and Warrant Shares (i) in connection with any sale of such Shares or Warrant Shares pursuant to a registration statement (including a Registration Statement) covering the resale of such security that is effective under the Securities Act, (ii) in connection with any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Company staff of the Commission), as set forth below. If all or any part of a notice Warrant is exercised in connection with an immediate resale of the exercised Warrant Shares pursuant to convert an effective registration statement, or in connection with an immediate resale of the Preferred Sharesexercised Warrant Shares pursuant to Rule 144, the Company shall execute cause its transfer agent to remove the restrictive legend from certificates issued representing the exercised Warrant Shares, as set forth below. (a) The Company shall issue an instruction letter to its transfer agent to remove the restrictive legend in connection with any sale of the Shares or Warrant Shares pursuant to a registration statement, and deliver irrevocable written instructions shall cause its counsel, if required by the transfer agent, to issue a legal opinion authorizing the removal of restrictive legend in connection with a sale of the Shares or Warrant Shares pursuant Rule 144, provided that the relevant Investor shall have delivered to the Company, its counsel and its transfer agent for a certification of such facts as the Company and its Common Stock counsel may reasonably require in connection with providing such instruction letter or legal opinion. (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent (ib) to issue certificates representing Common Stock upon conversion of the Preferred Shares and (ii) to deliver such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following the related conversion. Such certificates shall bear only such legends as are required pursuant to Section 5.4 hereof or applicable law. The Company shall instruct the its transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser upon conversion remove the restrictive legend as permitted by this Section 4.8 promptly after delivery by the Investor to the Company or its transfer agent of the Preferred Shares, and as long as certificate representing the Transfer Agent is a participant in Shares or Warrant Shares being sold by the Depository Trust Investor. (c) The Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has may not informed the Company that it wishes make any notation on its records or give instructions to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the its transfer agent may effect delivery that enlarge the restrictions on transfer set forth in this Section 4.8. (d) Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Company’s transfer agent to the purchaser of the Conversion Shares, such Shares or Warrant Shares by crediting the account of 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict such purchaser’s prime broker with the foregoing instruction or otherwise restrict Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Shares. In the event that the Company's relationship with the Transfer Agent should be terminated for any reasonDepository Trust Company System, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed if so directed by the Company and receives the instructions described aboveselling Investor.

Company's Instructions to Transfer Agent. Upon reception by On or prior to the Company of a notice to convert the Preferred SharesClosing Date, the Company shall execute and deliver irrevocable written instructions to the its transfer agent for its Common Stock (the "Transfer AgentTRANSFER AGENT"), and provide Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from the holder thereof in the amount specified in such Conversion Notice, in the name of such holder or its nominee, (ii) to issue certificates representing the Dividend Payment Shares upon the issuance thereof in accordance with the Certificate of Designation, (iii) to deliver such certificates to Purchaser such holder no later than the close of business on or before the later of (a) the third (3rd) Business Day business day following the related conversion. Such certificates shall Conversion Date or Dividend Payment Date (each as defined in the Certificate of Designation), as the case may be, and (b) the date on which the certificate(s) representing the Preferred Shares being converted are delivered to the Company or the Transfer Agent by such holder and (iv) that the Conversion Shares or the Dividend Payment Shares, as the case may be, will not bear only a restrictive legend as long as (A) the resale or transfer (including without limitation a pledge) of such legends as are required shares is registered pursuant to Section 5.4 hereof an effective registration statement, (B) such shares can be sold pursuant to Rule 144, a registered broker dealer provides to the Company a customary broker's Rule 144 letter and the holder delivers to the Company a customary seller's representation letter including without limitation a representation of the holder's present intention to sell such shares, or applicable law(C) such shares are eligible for resale under Rule 144(k), and, with respect to shares upon which such legend may be stamped, upon the occurrence of any such event, the Transfer Agent shall issue new certificates without such legend to the holder upon request. The Company shall instruct the transfer agent Transfer Agent that, in lieu of delivering physical certificates representing shares of Common Stock to a Purchaser upon conversion of the Preferred Shares, 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 ("FAST")program, and the Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of Conversion Shares or Dividend Payment Shares, as the Conversion Sharescase may be, by crediting the account of 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 the Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict the Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion or Dividend Payment Shares in accordance with the terms of the Preferred SharesCertificate of Designation. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall will use its best efforts to cause the Transfer Agent to continue acting to act 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. Upon reception by On or prior to the Company of a notice to convert the Preferred SharesClosing Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "“Transfer Agent"”), and provide Purchaser each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock Conversion Shares upon conversion of the Preferred 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 Purchaser such Investor no later than the close of business on the third (3rd) Business Day business day following the related conversionConversion Date (as defined in the Debentures) or Exercise Date (as defined in the Warrants), as the case may be. Such certificates shall bear only such legends as are required pursuant to Section 5.4 hereof applicable provisions of this Agreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser an Investor upon conversion of the Preferred SharesDebentures, 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 ("FAST")program, and Purchaser 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 Conversion Shares or Warrant Shares, as the Conversion Sharescase may be, by crediting the account of Purchaser 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 Purchaser each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaser's such Investor’s right to convert the Preferred Shares Debentures or to receive Conversion Shares upon conversion in accordance with the terms of the Preferred SharesDebentures or to exercise the Warrants or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company's ’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Upon reception by the Company of a notice to convert the Preferred Shares, the The Company shall execute and deliver irrevocable written instructions to the cause its transfer agent for its Common Stock (to remove the "Transfer Agent"), restrictive legend set forth in Section 2.1(f) from certificates evidencing the Shares and provide Purchaser with a copy thereof, directing the Transfer Agent Warrant Shares (i) in connection with any sale of such Shares or Warrant Shares pursuant to issue certificates representing Common Stock upon conversion a registration statement (including a Registration Statement) covering the resale of such security that is effective under the Preferred Shares and Securities Act, (ii) to deliver in connection with any sale of such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following the related conversion. Such certificates shall bear only such legends as are required Shares or Warrant Shares pursuant to Section 5.4 hereof Rule 144, or (iii) if such legend is not required under applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser upon conversion requirements of the Preferred Shares, Securities Act (including judicial interpretations and as long as pronouncements issued by the Transfer Agent is a participant in staff of the Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"SEC), and Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of the Conversion Shares, by crediting the account of 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Sharesas set forth below. In the event that the Company's relationship with the Transfer Agent should be terminated for any reasonaddition, the Company shall use its best efforts to cause the Transfer Agent to continue acting as its transfer agent to remove the restrictive legend set forth in Section 2.1(f) from certificates evidencing the Shares and Warrant Shares (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (2) if such Shares and Warrant Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions. If all or any part of a Warrant is exercised in connection with an immediate resale of the exercised Warrant Shares pursuant to an effective registration statement, or in connection with an immediate resale of the terms hereof until such time that a successor exercised Warrant Shares pursuant to Rule 144, the Company shall cause its transfer agent is appointed to remove the restrictive legend from certificates issued representing the exercised Warrant Shares, as set forth below. (a) The Company shall issue an instruction letter to its transfer agent to remove the restrictive legend in connection with any sale of the Shares or Warrant Shares pursuant to a registration statement, and shall cause its counsel, if required by the transfer agent, to issue a legal opinion authorizing the removal of restrictive legend in connection with a sale of the Shares or Warrant Shares pursuant Rule 144, provided that the relevant Investor shall have delivered to the Company, its counsel and its transfer agent a certification of such facts as the Company and receives its counsel may reasonably require in connection with providing such instruction letter or legal opinion. (b) The Company shall instruct its transfer agent to remove the restrictive legend as permitted by this Section 4.10 promptly after delivery by the Investor to the Company or its transfer agent of the certificate representing the Shares or Warrant Shares being sold by the Investor. (c) The Company may not make any notation on its records or give instructions described aboveto its transfer agent that enlarge the restrictions on transfer set forth in this Section 4.10. (d) Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Company’s transfer agent to the purchaser of such Shares or Warrant Shares by crediting the account of such purchaser’s prime broker with the Depository Trust Company System, if so directed by the selling Investor.

Company's Instructions to Transfer Agent. Upon reception by On or prior to the Company of a notice to convert the Preferred SharesClosing Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "“Transfer Agent"”), and provide Purchaser each Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock Warrant Shares upon conversion exercise of the Preferred Shares Warrants and (ii) to deliver such certificates to Purchaser such Investor no later than the close of business on the third (3rd) Business Day business day following the related conversionExercise Date (as defined in the Warrants), as the case may be. Such certificates shall may bear only such legends as are required pursuant to Section 5.4 hereof applicable provisions of this Agreement or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser an Investor upon conversion exercise of the Preferred SharesWarrants, and as long as the Transfer Agent is a participant in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program ("FAST")program, and Purchaser 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 shall effect delivery of the Conversion Shares, Warrant Shares by crediting the account of Purchaser 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 Purchaser each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaser's such Investor’s right to convert exercise the Preferred Shares Warrant or to receive Conversion Warrant Shares upon conversion exercise of the Preferred SharesWarrants, provided, however, that the Company may (x) instruct the Transfer Agent to not issue shares upon the exercise of any Warrants if such issuance would cause the aggregate number of shares of Common Stock issued by the Company pursuant to this Agreement and the Warrants to exceed the Cap Amount and (y) take any such other action that the Company deems necessary or appropriate in order to ensure compliance with Section 4.12 hereof. In the event that the Company's ’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its reasonable best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Upon reception by On or prior to the Company of a notice to convert the Preferred SharesClosing Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer AgentTRANSFER AGENT"), and provide Purchaser the Holder with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock Conversion Shares upon conversion of the Preferred Subordinated Debenture and receipt of a valid Conversion Notice (as defined in the Subordinated Debenture) from the Holder, in the amount specified in such Conversion Notice, in the name of the Holder or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iiiii) to deliver such certificates to Purchaser the Holder no later than the close of business on the third (3rd) Business Day business day following the related conversionConversion Date (as defined in the Subordinated Debenture) or Exercise Date (as defined in the Warrants), as the case may be. Such The certificates shall for the Warrant Shares issuable upon exercise of the 2001 Warrants may bear only a restrictive legend until the second anniversary of the issue date of the 2001 Warrants (or any other period that may apply in the event that Rule 144(k) under the Securities Act is amended), which legend will be removed at any time after such legends as second anniversary (or after the expiration of such other period) upon the Holder's request and satisfaction of the requirements of Rule 144(k), or if such Warrant Shares are required sold prior to such second anniversary pursuant to Section 5.4 hereof or Rule 144 under the Securities Act and customary representation letters are provided to the Company, provided that in either such case that such Warrant Shares were issued pursuant to the cashless exercise provisions of the applicable lawWarrant. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock Conversion Shares or Warrant Shares to Purchaser upon conversion of the Preferred SharesHolder, and as long as (i) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program program, ("FAST"), and Purchaser ii) the Holder has not informed the Company that it wishes to receive physical certificates therefor, and (iii) no restrictive legend is required by the terms of this Agreement to appear on any physical certificate if issued, the transfer agent Transfer Agent may effect delivery of Conversion Shares or Warrant Shares, as the Conversion Sharescase may be, by crediting the account of Purchaser the Holder 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 Purchaser the Holder that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaserthe Holder's right to convert the Preferred Shares Subordinated Debenture or to receive Conversion Shares upon conversion in accordance with the terms of the Preferred SharesSubordinated Debenture or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Upon reception by the Company of a notice to convert exercise by a holder of the Preferred SharesWarrant , the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock Warrant Shares upon conversion exercise of the Preferred Shares Warrant and (ii) to deliver such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following the related conversionExercise Date (as defined in the Warrant). Such certificates shall bear only such legends as are required pursuant to Section 5.4 hereof or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser upon conversion of the Preferred Shares, or exercise of the Warrant, and as long as the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if issued, the transfer agent may effect delivery of the Conversion Warrant Shares, by crediting the account of 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 Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaser's right to convert exercise the Preferred Shares Warrant or to receive Conversion Warrant Shares upon conversion exercise of the Preferred SharesWarrant. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Upon reception by On or prior to the Company of a notice to convert the Preferred SharesClosing Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "“Transfer Agent"”), and provide Purchaser Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Common Stock Conversion Shares upon conversion of the Series B Preferred Shares Stock in accordance with the Certificate, in the name of Investor or its nominee, and (ii) to deliver such certificates to Purchaser Investor no later than the close of business on the third Delivery Date (3rd) Business Day following as defined in the related conversionCertificate). Such certificates shall may bear only such legends as are required pursuant to Section 5.4 hereof applicable provisions of this Agreement or applicable law. The Company shall instruct the transfer agent Transfer Agent that, in lieu of delivering physical certificates representing shares of Common Stock to Purchaser Investor upon conversion of the Series B Preferred SharesStock, and as long as the Transfer Agent is a participant in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program ("FAST")program, and Purchaser 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 Transfer Agent shall effect delivery of the Conversion Shares, Shares by crediting the account of Purchaser 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 Purchaser Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict Purchaser's Investor’s right to convert the Series B Preferred Shares Stock or to receive Conversion Shares upon conversion in accordance with the terms of the Preferred SharesCertificate. In the event that the Company's ’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.