Common use of Issuance of Common Stock Clause in Contracts

Issuance of Common Stock. Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not a Trading Day), and (iii) the Investors have complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, and the Company shall have furnished an opinion from its independent counsel to the extent available, authorizing the removal of the Legend. At any time prior to the effective date of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____.

Issuance of Common Stock. Pursuant The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. Holder shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company is required to prepare and file in accordance with the Commissionprovisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise (the "Delivery Date"). Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness of, a resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrantssold or is otherwise exempt from registration when sold. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section C hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. Initials Initials X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company is required to prepare and file in accordance with the Commissionprovisions hereof shall be deemed a Initials Initials Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise (the “Delivery Date”). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness of, a resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law, subject to restrictions against transferability imposed by federal and applicable state securities laws. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. Notwithstanding anything to the contrary herein, the Company is required to prepare Holder understands and file with acknowledges that neither the Commission, and maintain the effectiveness of, a registration statement issuance or registration statements registering the resale of the Common Stock to Conversion Shares will be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not a Trading Day), and (iii) the Investors have complied with the manner of sale and notice requirements of Rule 144 registered under the Securities Act, and such Conversion Shares will be issued with a restrictive legend that will preclude resale unless such resale is effected pursuant to an effective registration statement or pursuant to Rule 144. B. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall have furnished be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion or exercise representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be restricted securities, and will contain a legend restricting the resale or transferability of the Company Common Stock unless such transaction is made pursuant to an effective registration statement covering the Common Stock to be sold or is otherwise exempt from its independent counsel registration when sold. D. The Company understands that a delay in the delivery of the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the extent availableHolder. As compensation to the Holder for such loss, authorizing the removal Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the LegendDebenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. At The Company shall pay any time payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. WITHOUT THE LEGEND Pursuant to the Agreement, the Company is required to prepare and file with the Commission, and maintain the effectiveness of, a registration statement or registration statements registering the resale of the Common Stock to be acquired by the Investors and Cardinal (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following paragraphtwo paragraphs, the Transfer Agent shall deliver to the Investors and Cardinal certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors (and/or Cardinal) the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, and/or Cardinal shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the InvestorsInvestors and/or Cardinal, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have and/or Cardinal has held the shares of Common Stock (or the Warrants) for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors and/or Cardinal (or the Trading Day immediately following if such date is not a Trading Day), the Investors and/or Cardinal will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, Stock or (b) the average weekly trading volume of the Common Stock for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not a Trading Day), and (iii) the Investors have and/or Cardinal has complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, and the Company shall have furnished give an opinion from its independent counsel to the extent available, authorizing the removal of the Legend. At any time prior to the effective date of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that, except as required by law, no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be ----------- ----------- Initials 7 Initials freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company, together with payment therefor. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company is required to prepare and file in accordance with the Commissionprovisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise, together with payment therefor(the "Delivery Date"). C. Subject to the applicable provisions of the Documents, upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Buyer (or its nominee) or such other persons as designated by Buyer and in such denominations to be specified at conversion representing the number of Common Stock of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness of, a resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such sold or is otherwise exempt from registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume when sold, provided that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and Buyer shall not be required subject to independently confirm Section 16 of the continued effectiveness Exchange Act or otherwise subject to restrictions on transfer of such registration statement. In the circumstances set forth Company Common Stock. D. The Company understands that a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock in the form required pursuant to this section, beyond the Delivery Date or could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the preceding four weeks during Company agrees to pay late payments to the three months ending Buyer for late issuance of Common Stock in the form required pursuant to Section C hereof upon Conversion of the Debenture, in the amount of $100 per business day after the Delivery Date, for each $10,000 of Debenture principal amount being converted, up to a maximum penalty, in the aggregate, of $10,000. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such delivery date (or effect to the Trading Day immediately following if such date is not a Trading Day), and (iii) Company whereupon the Investors have complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Buyer shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment ----------- ----------- Initials 8 Initials charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). Initials Initials C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. Buyer shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company is required to prepare and file in accordance with the Commissionprovisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise (the "DELIVERY DATE"). Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Buyer (or its nominee) or such other persons as designated by Buyer and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness of, a resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrantssold or is otherwise exempt from registration when sold. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Buyer. As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Common Stock in the form required pursuant to Section C hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Buyer shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or exercise of the Warrant or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrantssold or is otherwise exempt from registration when sold. ______________ Initials ____________ Initials D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired sold or is otherwise exempt from registration when sold, including without limitation pursuant to the exemption provided by the Investors (i) under the Agreement and (ii) upon exercise Rule 144, without regard to its volume, holding period, manner of the Warrantssale, public information requirements, or other restrictions. ____________ ____________ Initials Initials D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume that the effectiveness of such registration statement remains in effect unless the Transfer Agent sold or is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effectivefreely transferable under Rule 144(k) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not a Trading Day), and (iii) the Investors have complied with the manner of sale and notice requirements of Rule 144 promulgated under the Securities Act, or its successor. D. The Company understands that a delay in the delivery of the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will beentitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise, as applicable (the "DELIVERY DATE"). C. Upon the conversion of the Debenture or exercise of the Warrant or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day immediately following if Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such date is not a Trading Day)loss, and (iii) the Investors have complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, and the Company shall have furnished an opinion from its independent counsel to the extent available, authorizing the removal of the Legend. At any time prior to the effective date of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-agrees ______________ ____________ Initials Initials to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day immediately following if Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such date is not a Trading Day)loss, and (iii) the Investors have complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, and the Company shall have furnished an opinion from its independent counsel agrees to pay late payments to the extent available, authorizing Holder for late issuance of Common Stock in the removal form required pursuant to Section E hereof upon Conversion of the Legend. At any time prior to the effective date Debenture or late payment of the applicable registration statementMandatory Redemption Amount, and provided no exemption from registration existsin the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, upon issuance as the case may be, for each $10,000 of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice Debenture principal amount being converted or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs)redeemed. Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-______________ Initials ____________ Initials The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Holder shall have the rixxx xx xxnvert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the "Delivery Date"). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company covenants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs)Company. Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____.________ ____________ Initials Initials

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company covenants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs)Company. Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____.Initials 10 Initials

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. ___________ __________ Initials Initials X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.

Issuance of Common Stock. Pursuant A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the Agreementextent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). The Company shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the “Delivery Date”). Initials Initials C. Upon the conversion of the Debenture or respective part thereof, the Company is required shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to prepare assure that the Company’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and file with in such denominations to be specified at conversion or exercise representing the Commissionnumber of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and maintain freely transferable, and will not contain a legend restricting the effectiveness ofresale or transferability of the Company Common Stock provided the Conversion Shares, a as applicable, are being sold pursuant to an effective registration statement or registration statements registering the resale of covering the Common Stock to be acquired by the Investors (i) under the Agreement and (ii) upon exercise of the Warrants. sold or is otherwise exempt from registration when sold. D. The Company will advise the Transfer Agent in writing of the effectiveness of any such registration statement promptly upon its being declared effective. The Transfer Agent shall be entitled to rely on such advice and shall assume understands that the effectiveness of such registration statement remains in effect unless the Transfer Agent is otherwise advised in writing by the Company and shall not be required to independently confirm the continued effectiveness of such registration statement. In the circumstances set forth a delay in the following paragraph, the Transfer Agent shall deliver to the Investors certificates representing Common Stock not bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). At any time after the effective date of the applicable registration statement (provided that the Company has not informed the Transfer Agent and Company Counsel in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to the extent accompanied by (i) a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investors have sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investors confirm to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the Investors, shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission the Investors, or its permitted assignee, or either of their brokers confirms to the Transfer Agent that (i) the Investors have held the shares of Common Stock for at least one year, (ii) counting the shares surrendered as being sold upon the date the unlegended Certificates would be delivered to the Investors (or the Trading Day immediately following if such date is not a Trading Day), the Investors will not have sold more than the greater of (a) one percent of the total number of outstanding shares of Common Stock, or (b) the average weekly trading volume of the Common Stock for in the preceding four weeks during the three months ending upon such delivery date (form required pursuant to this section, or the Trading Day Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately following if available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such date is not a Trading Day), and (iii) effect to the Investors have complied with Company whereupon the manner of sale and notice requirements of Rule 144 under the Securities Act, Company and the Company Holder shall have furnished an opinion from its independent counsel each be restored to the extent available, authorizing the removal of the Legend. At any time their respective positions immediately prior to the effective delivery of such notice, except that late payment charges described above shall be payable through the date notice of the applicable registration statement, and provided no exemption from registration exists, upon issuance of any Common Stock certificate by the Investors, and upon receipt of authorization from the Company revocation or rescission is given to the Transfer Agent, the Transfer Agent shall deliver to the Investors certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investors or its counsel or any other party (other than as described in such paragraphs). Any advice, notice, or instructions to the Transfer Agent required or permitted to be given hereunder may be transmitted via facsimile to the Transfer Agent's facsimile number of ( ) ___-____Company.