Common use of Legend Clause in Contracts

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (a) Each Note and certificate Investor agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with securities subject to this Agreement will bear a legend substantially in to the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, TRANSFERRED OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. ANY ATTEMPT TO TRANSFER, INC. SELL, OFFER TO SELL, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS INSTRUMENT IN VIOLATION OF THESE RESTRICTIONS SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDBE VOID." The ” (b) Upon request of the Investor, upon receipt by the Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing to the manner and terms of effect that such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares legend is no longer required under the Securities Act is or applicable state laws, as the case may be, the Company shall promptly cause the legend to be removed from any certificate for any securities. Each Investor acknowledges that the Purchased Shares have not required in connection with such proposed transfer; or (ii) a registration statement been registered under the Securities Act covering such proposed disposition has been filed by or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Company Purchased Shares except in compliance with the Securities and Exchange Commission and has become effective under registration requirements or exemption provisions of the Securities Act; Act and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities laws.

Legend. Each Note and certificate representing the Conversion Shares Shares, the Warrants, and the securities issued upon exercise thereof, as applicable and appropriate, shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable federal, provincial or state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. XYBERNAUT CORPORATION (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Warrants or Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares, Warrants or Warrant Shares such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestrequest and such holder otherwise complies with the terms of the Transaction Documents. Such proposed transfer will not The legend set forth above shall be effected until: removed and the Company shall issue a certificate without such legend to the holder of any Shares, Warrants or Warrant Shares upon which it is stamped if, unless otherwise required by federal or state securities laws, (a) the Company has notified sale of such holder that either (i) in the opinion of its counselShares, the registration of the Note Warrants or Conversion Warrant Shares is registered under the Securities Act is not required in connection with (including registration pursuant to Rule 416 thereunder) as contemplated by the Registration Rights Agreement (b) such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the Securities and Exchange Commission and has become effective effect that a sale or transfer of such Shares, Warrants or Warrant Shares may be made without registration under the Securities Act; and or (bc) such holder provides the Company with reasonable assurances that such Shares, Warrants or Warrant Shares can be sold under Rule 144(k). Each of the Purchasers agrees that it will only sell Shares, Warrants or Warrant Shares, including those represented by a certificate(s) from which the legend has notified such holder that either: (i) in the opinion of its counselbeen removed, pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or qualification under the securities or "blue sky" laws of any state is not required in connection accordance with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysRule 144(k). In the case event the above legend is removed from any Shares, Warrant or Warrant Shares and the effectiveness of any proposed transfer under this Section 6a registration statement covering such Shares, Warrants or Warrant Shares is suspended or the Company will use determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable efforts advance notice to comply with the Purchasers the Company may require that the above legend be placed on any such applicable state securities Shares, Warrants or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is Warrant Shares that cannot then qualified be sold pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or under Rule 144(k) and the Purchasers shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares, Warrants or Warrant Shares may again be sold pursuant to take any action that would subject it to tax an effective registration statement, under an exemption from the registration requirements of the Securities Act or to the general service of process in any state where it is not then subjectunder Rule 144(k). The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and the Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) Each certificate for Common Shares hereafter issued shall bear the following legend: “The Shares represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially own or Constructively Own Shares in excess of 9.9% in value (or such greater percentage as may be determined by the Board of Trustees) of the outstanding Shares (exclusive of any Preferred Shares) of the Trust. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitation must immediately notify the Trust. In addition, if any Person attempts to acquire beneficial ownership of any Shares and the result of such acquisition would be Shares being beneficially owned by fewer than 100 persons, such purported transfer shall be void ab initio and the intended transferee shall acquire no rights to such Shares. All capitalized terms used in this legend have the meanings set forth in the opinion Trust Agreement, a copy of its counselwhich, including the restrictions on ownership and transfer, will be sent without charge to each Shareholder who so requests. If the restrictions on ownership and transfer are violated, the registration of Shares represented hereby will be automatically exchanged for Excess Shares which will be held in trust by the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or Trust.” (ii) Each certificate for Preferred Shares hereafter issued shall bear the following legend: “The Preferred Shares represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a registration statement real estate investment trust under the Securities Act covering Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own or Constructively Own Shares of any series or class of Preferred Shares in excess of 9.9% in value (or such proposed disposition has been filed greater percentage as may be determined by the Company with Board of Trustees) of the Securities outstanding Shares of such series or class. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Trust Agreement, a copy of which, including the restrictions on ownership and Exchange Commission transfer, will be sent without charge to each Shareholder who so requests. If the restrictions on ownership and has become effective transfer are violated, the Preferred Shares represented hereby will be automatically exchanged for Excess Shares which will be held in trust by the Trust.” (iii) Each statement required by Paragraph 8.F hereafter issued shall contain the following information: “Shares are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Securities Act; Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own or Constructively Own Shares in excess of 9.9% in value (or such greater percentage as may be determined by the Board of Trustees) of the outstanding Shares (exclusive of any Preferred Shares) of the Trust. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitation must immediately notify the Trust. In addition, if any Person attempts to acquire beneficial ownership of any Shares and (b) the Company has notified result of such holder that either: (i) acquisition would be Shares being beneficially owned by fewer than 100 persons, such purported transfer will be void ab initio and the intended transferee will acquire no rights to such Shares. All capitalized terms used herein have the meaning set forth in the opinion Trust Agreement, a copy of its counselwhich, including the restrictions on ownership and transfer, will be sent without charge to each Shareholder who so requests. If the restrictions on ownership and transfer are violated, the registration or qualification under Shares involved will be automatically exchanged for Excess Shares which will be held in trust by the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementTrust.”

Legend. Each Note and certificate representing the Conversion Preferred Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONBOUNDLESS MOTOR SPORTS RACING, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act and the holder has complied with the prospectus delivery requirements, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such Purchaser complies with all applicable securities laws in connection with the sale, including, without limitation, the prospectus delivery requirements), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate (a) The Purchasers agree that all certificates or other instruments representing the Conversion Shares securities subject to this Agreement shall be stamped or otherwise imprinted with bear a legend substantially in to the following form effect, until such time as they are not required under Section 3.4(b) or applicable law (and, with respect to Common Shares held in addition to any book-entry form, the Company’s transfer agent will record such a legend required by applicable state securities or "blue sky" laws): "on the share register): (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED PURSUANT TO AN OPINION OF COUNSEL THAT EXEMPTION FROM REGISTRATION OF UNDER SUCH SECURITIES UNDER ACT OR SUCH LAWS. (ii) THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2010, COPIES OF WHICH ARE ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The Company agrees to reissue ” (b) Following the Note and certificates representing earlier of (i) the Conversion effective date of a resale registration statement covering such Common Shares or (ii) Rule 144 becoming available for the resale of the Common Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Company’s transfer agent to remove or cause to be removed the legend set forth above if at in Section 3.4(a) from the certificates representing the Common Shares or from the notation in the share register relating to the Common Shares, as applicable, and shall cause its counsel to issue any legend removal opinion required by the transfer agent. Any fees (with respect to the transfer agent, Company counsel or otherwise) associated with the issuance of such timeopinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, prior the Company will no later than three (3) Business Days following the delivery by a Purchaser to making any the Company or the transfer of any such Securities, such holder thereof shall give written agent (with notice to the Company describing Company) of a legended certificate or instrument representing such Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the manner reissuance and/or transfer) and terms of any required representation letter, deliver or cause to be delivered to such transfer and removal Purchaser a certificate or instrument (as the case may be) representing such Common Shares that is free from all restrictive legends. The Company may reasonably requestnot make any notation on its records or give instructions to its transfer agent that enlarge the restrictions on transfer set forth in this Section 3.4(b). Such proposed Certificates for Common Shares free from all restrictive legends may be transmitted by the transfer will not be effected until: (a) agent to the Company has notified such holder that either (i) in Purchasers by crediting the opinion of its counsel, the registration account of the Note or Conversion Shares Purchaser’s prime broker with the Depository Trust Company as directed by such Purchaser. Each Purchaser acknowledges that the securities have not been registered under the Securities Act is or under any state securities laws and agrees that it shall not required sell or otherwise dispose of any of the securities, except in connection compliance with such proposed transfer; the registration requirements or (ii) a registration statement under exemption provisions of the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities laws.

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONPETCARE TELEVISION NETWORK, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and Commission, which registration statement has become effective under the Securities Act; and (b) the Company has notified such holder received an opinion of counsel that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONECHO THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Shares Warrant Shares, as the case may be, under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act or another exemption therefrom; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE VIALINK COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and Commission, which registration statement has become effective under the Securities Act; and (b) the Company has notified such holder received an opinion of counsel that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 67, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 7 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONFIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONINTELLIGENTIAS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesWarrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ SECURITIES ACT") ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1 , the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“ DTC ”) through its Deposit Withdrawal Agent Commission (“ DWAC ”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) Each certificate for Common Shares hereafter issued shall bear the following legend: “The Shares represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially own or Constructively Own Shares in excess of 9.9% in value (or such greater percentage as may be determined by the Board of Trustees) of the outstanding Shares (exclusive of any Preferred Shares) of the Trust. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitation must immediately notify the Trust. In addition, if any Person attempts to acquire beneficial ownership of any Shares and the result of such acquisition would be Shares being beneficially owned by fewer than 100 persons, such purported transfer shall be void ab initio and the intended transferee shall acquire no rights to such Shares. All capitalized terms used in this legend have the meanings set forth in the opinion Trust Agreement, a copy of its counselwhich, including the restrictions on ownership and transfer, will be sent without charge to each Shareholder who so requests. If the restrictions on ownership and transfer are violated, the registration of Shares represented hereby will be automatically exchanged for Excess Shares which will be held in trust by the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or Trust.” following legend: (ii) Each certificate for Preferred Shares hereafter issued shall bear the “The Preferred Shares represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a registration statement real estate investment trust under the Securities Act covering Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own or Constructively Own Shares of any series or class of Preferred Shares in excess of 9.9% in value (or such proposed disposition has been filed greater percentage as may be determined by the Company with Board of Trustees) of the Securities outstanding Shares of such series or class. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Trust Agreement, a copy of which, including the restrictions on ownership and Exchange Commission transfer, will be sent without charge to each Shareholder who so requests. If the restrictions on ownership and has become effective transfer are violated, the Preferred Shares represented hereby will be automatically exchanged for Excess Shares which will be held in trust by the Trust.” (iii) Each statement required by Paragraph 8.F hereafter issued shall contain the following information: “Shares are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Securities Act; Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own or Constructively Own Shares in excess of 9.9% in value (or such greater percentage as may be determined by the Board of Trustees) of the outstanding Shares (exclusive of any Preferred Shares) of the Trust. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitation must immediately notify the Trust. In addition, if any Person attempts to acquire beneficial ownership of any Shares and (b) the Company has notified result of such holder that either: (i) acquisition would be Shares being beneficially owned by fewer than 100 persons, such purported transfer will be void ab initio and the intended transferee will acquire no rights to such Shares. All capitalized terms used herein have the meaning set forth in the opinion Trust Agreement, a copy of its counselwhich, including the restrictions on ownership and transfer, will be sent without charge to each Shareholder who so requests. If the restrictions on ownership and transfer are violated, the registration or qualification under Shares involved will be automatically exchanged for Excess Shares which will be held in trust by the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementTrust.”

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if if, at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a the Company has received other evidence reasonably satisfactory to the Company that such registration statement and qualification under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Actstate securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, disposition or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6section, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 section shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate (a) Xxxxxxxxx agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued pursuant hereto will bear a legend substantially in to the following form effect: (in addition to any legend required by applicable state securities or "blue sky" laws): "i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT") ”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED (I) A REGISTRATION STATEMENT RELATING THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS LAW OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER THE PROVISIONS OF APPLICABLE STATE LAW. (ii) THE SECURITIES LAWS IS NOT REQUIREDISSUABLE UNDER THIS INSTRUMENT ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH HEREIN AND IN AN INVESTMENT AGREEMENT, DATED AS OF JULY 25, 2023, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER." (b) The Company agrees to reissue the Note and certificates representing the Conversion Shares, without shall promptly cause clause (i) of the legend set forth above if at such timeto be removed from any certificate for any Securities held by Purchaser or any of its affiliates and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities (i) upon request of Purchaser, prior to making any transfer upon receipt by the Company of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing to the manner effect that such legend is no longer required under the Securities Act and terms of applicable state Laws or (ii) when such transfer and removal as Securities shall have been registered under the Company Securities Act or may reasonably request. Such proposed transfer will not otherwise be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counseltransferred pursuant to any applicable rules thereunder, the registration of the Note or Conversion Shares including eligibility to be transferred if Rule 144 under the Securities Act is available for the sale of the Securities without volume and manner of sale restrictions and the Company shall use reasonable best efforts to deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities, including the delivery of an opinion of counsel that such legend is no longer required under the Securities Act and applicable state Laws. The Company shall, whether or not required requested by Purchaser, cause clause (ii) of the legend to be removed upon the sale or transfer of the Securities to a person that is not (and will not, in connection with such proposed sale or transfer; ) be a party hereto (or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed bound by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementterms hereof).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONREMOTE DYNAMICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate (a) Pxxxxxxxx agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued pursuant hereto will bear a legend substantially in to the following form effect: (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY i) THIS CERTIFICATE (THE "SECURITIES") HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“ACT”), OR UNDER STATE SECURITIES ACT") LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR ANY STATE SECURITIES LAWS AND INTEREST OR PARTICIPATION THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAND, INC. SHALL HAVE RECEIVED IN THE CASE OF CLAUSE (B), UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDLAWS." (b) Any transferee of any Securities or any interest therein, by its acceptance thereof, shall be deemed to have made the representations set forth in Section 2.3 of this Agreement. The Company agrees shall not be required to reissue register the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give Securities to any person unless the Company receives from the proposed transferee a written notice instrument in form and substance reasonably satisfactory to the Company describing in which such transferee makes the manner representations and terms of such transfer and removal as warranties set forth in Section 2.3 and, if the Company may so reasonably request. Such proposed transfer will not be effected until: (a) requests, an opinion of counsel in form and substance reasonably satisfactory to the Company has notified such holder to the effect that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; . (c) The Company shall promptly cause the legend to be removed from any certificate for any Securities held by Purchaser or any of its affiliates and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities (i) upon request of Purchaser, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state Laws or (ii) a registration statement when such Securities shall have been registered under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective or may otherwise be transferred pursuant to any applicable rules thereunder, including eligibility to be transferred if Rule 144 under the Securities Act; Act is available for the sale of the Securities without volume and (b) manner of sale restrictions and the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will shall use its reasonable best efforts to respond deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities, including the delivery of an opinion of counsel that such notice from a holder within five (5) days. In legend is no longer required under the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such Securities Act and applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLaws.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONDIRT MOTOR SPORTS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. COMMUNICATION INTELLIGENCE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesWarrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONELECTRO ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Underlying Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesUnderlying Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Underlying Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Underlying Shares is required to be issued to the Purchaser without a legend, in lieu of delivering physical certificates representing the Underlying Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Underlying Shares to the Purchaser by crediting the account of the Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAPOLLO RESOURCES INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONSILVER STAR ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing Partnership Interests (if the Conversion Shares Partnership Interests are certificated) shall be stamped or otherwise imprinted with a legend bear substantially in the following form (legend, in addition to any legend other legends required by applicable state securities law or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE otherwise deemed appropriate by the General Partner in its sole discretion: “The Partnership Interests represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and transfer for the purpose of each REIT Subsidiary’s maintenance of its status as a real estate investment trust (THE "SECURITIES"“REIT”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933under the Internal Revenue Code of 1986, AS AMENDED as amended (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDthe “Code”). Subject to certain further restrictions and except as expressly provided in the Partnership’s governing operating agreement, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) no Person may Beneficially Own or Constructively Own in excess of a 9.8% capital interest or profits interest in the opinion of its counsel, Partnership unless such Person is an Excepted Holder (in which case the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or Excepted Holder Limit shall be applicable) and (ii) a registration statement no Person may Beneficially Own or Constructively Own Partnership Interests that would result in any REIT Subsidiary being “closely held” under Section 856(h) of the Securities Act covering such proposed disposition has been filed by Code or otherwise cause the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts REIT Subsidiary to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, fail to qualify as a REIT. Any Person that Beneficially Owns or Constructively Owns or attempts to do business Beneficially Own or Constructively Own Partnership Interests that cause or will cause a Person to Beneficially Own or Constructively Own Partnership Interests in excess or in violation of the above limitations must immediately notify the Partnership. If any state where it is not then qualified or to take any action that would subject it to tax or to of the general service of process in any state where it is not then subject. The restrictions on transfer contained or ownership are violated, the Partnership Interests, or a portion thereof, represented hereby will be automatically transferred to a Trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Furthermore, upon the occurrence of certain events, attempted transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this Section 6 shall be in addition to, legend and not by way defined in this legend have the meanings set forth in the Partnership’s governing operating agreement, as the same may be amended from time to time, a copy of limitation ofwhich, any other including the restrictions on transfer contained in and ownership, will be furnished to each holder of Partnership Interests on request and without charge. Requests for such a copy may be directed to the Partnership at its principal office.” Instead of the foregoing legend, any other section of this Agreementcertificate may state that the Partnership will furnish a full statement about certain restrictions on transferability to a Partner on request and without charge.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, (i) such holder thereof shall give written notice provide the Company with a an opinion of counsel reasonably satisfactory to the Company describing Company, to the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder effect that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares Securities under the Securities Act and applicable state securities laws is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; Act and such holder certifies that such transfer is being made in accordance with the Plan of Distribution set forth therein and that any prospectus delivery requirement will be complied with or (biii) the holder provides the Company has notified with customary documentation that such holder that either: (i) transfer is being made in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection accordance with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedRule 144. The Company will use its best efforts to respond to any such notice from a holder within five three (53) trading days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect and such request is in connection with a sale and the other provisions set forth above have been complied with), the Company shall, if requested by the Purchaser, cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCINTERLINK GLOBAL CORP. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate (a) Purchaser agrees that any certificates or other instruments representing the Conversion Shares shall be stamped Preferred Stock or otherwise imprinted with Common Stock subject to this Agreement will bear a legend substantially in to the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF AUGUST 24, 2017, COPIES OF WHICH ARE ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The (b) Upon request of Purchaser, upon receipt by the Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing to the manner effect that such legend is no longer required under the Securities Act and applicable state laws, the Company shall promptly cause the first paragraph of the legend to be removed from any certificate for any Preferred Stock or Common Stock to be Transferred in accordance with the terms of this Agreement and the second paragraph of the legend shall be removed upon the expiration of such transfer and removal as other restrictions set forth in this Agreement (and, for the Company may reasonably requestavoidance of doubt, immediately prior to any termination of this Agreement). Such proposed transfer will not be effected until: (a) Purchaser acknowledges that the Company has notified such holder that either (i) in the opinion of its counsel, the registration Preferred Stock and Common Stock issuable upon conversion of the Note or Conversion Shares Preferred Stock or, if applicable, issued pursuant to this Agreement have not been registered under the Securities Act is or under any state securities laws and agrees that it will not required sell or otherwise dispose of any of the Preferred Stock or Common Stock issuable upon conversion of the Preferred Stock or, if applicable, issued pursuant to this Agreement, except in connection compliance with such proposed transfer; the registration requirements or (ii) a registration statement under exemption provisions of the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities laws.

Legend. Each Note and certificate representing the Preferred Shares, and, if appropriate, any Conversion Shares Shares, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: until (ai) the Company has notified such holder that either (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; transfer and the shares may subsequently be resold without any limitations or restrictions, (ii) the Company has received a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and , (biii) the Company has notified received evidence reasonably satisfactory to the Company that such holder that either: (i) in the opinion of its counsel, the registration or and qualification under the Securities Act and state securities or "blue sky" laws of any state is are not required (in connection which event the Company shall provide its transfer agent with such proposed dispositionany required legal opinions) and the shares may subsequently be resold without any limitations or restrictions, or (iiiv) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a the holder within five (5) days. In the case of any proposed transfer under this Section 6, provides the Company will use with reasonable efforts assurances that such security can be sold pursuant to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to Rule 144 under the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementSecurities Act.

Legend. Each Note and certificate representing the Conversion Shares Note and the Warrant and, if appropriate, securities issued upon conversion and exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONARMITEC, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue certificates representing the Note and certificates representing the Conversion SharesWarrant, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesNote, Warrant, Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note such Note, Warrant, Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) 10 days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONWORLD RACING GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Preferred Shares and the Series E-1 Shares and/or Common Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesPreferred Shares or Series E-1 Shares and/or Common Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Preferred Shares or Conversion Series E-1 Shares and/or Common Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Preferred Shares or Series E-1 Shares and/or Common Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Preferred Shares or Series E-1 Shares and/or Common Shares, provided the Company's transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Preferred Shares or Series E-1 Shares and/or Common Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate (a) Xxxxxxxxx agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued pursuant hereto will bear a legend substantially in to the following form effect: (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY i) THIS CERTIFICATE (THE "SECURITIES") HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“ACT”), OR UNDER STATE SECURITIES ACT") LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR ANY STATE SECURITIES LAWS AND INTEREST OR PARTICIPATION THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAND, INC. SHALL HAVE RECEIVED IN THE CASE OF CLAUSE (B), UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDLAWS." (b) Any transferee of any Securities or any interest therein (other than a transferee who receives such securities in a transaction pursuant to an effective registration statement under the Securities Act or in a transaction exempt from registration pursuant to Rule 144), by its acceptance thereof, shall be deemed to have made the representations set forth in Section 2.3 of this Agreement. The Company agrees shall not be required to reissue register the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give Securities to any person unless the Company receives from the proposed transferee a written notice instrument in form and substance reasonably satisfactory to the Company describing in which such transferee makes the manner representations and terms of such transfer and removal as warranties set forth in Section 2.3 and, if the Company may so reasonably request. Such proposed transfer will not be effected until: (a) requests, an opinion of counsel in form and substance reasonably satisfactory to the Company has notified such holder to the effect that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; . (c) The Company shall promptly cause the legend to be removed from any certificate for any Securities held by Purchaser or any of its affiliates and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities (i) upon request of Purchaser, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state Laws or (ii) a registration statement when such Securities shall have been registered under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective or may otherwise be transferred pursuant to any applicable rules thereunder, including eligibility to be transferred if Rule 144 under the Securities Act; Act is available for the sale of the Securities without volume and (b) manner of sale restrictions and the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will shall use its reasonable best efforts to respond deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities, including the delivery of an opinion of counsel that such notice from a holder within five (5) days. In legend is no longer required under the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such Securities Act and applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLaws.

Legend. Each Note and certificate (a) The Purchaser agrees that all certificates (if any) or other instruments or records representing the Conversion Purchased Shares shall be stamped subject to this Agreement (or otherwise imprinted with the shares of Common Stock issuable upon conversion thereof) will bear or contain a legend substantially in to the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN AN EQUITY COMMITMENT AND INVESTMENT AGREEMENT, DATED AS OF MARCH 8, 2021, A COPY OF WHICH IS ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The (b) Upon request of the Purchaser , upon receipt by the Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing the manner and terms of such transfer and removal as any other related materials reasonably requested by the Company may reasonably request. Such proposed transfer will not be effected until: (a) to the Company has notified effect that such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares legend is no longer required under the Securities Act is and applicable state Laws, the Company shall promptly cause the first paragraph of the legend to be removed from, or no longer applied to, any certificate for, or record representing, any share of Series A Preferred Stock to be transferred in accordance with this Agreement. The Purchaser acknowledges that the Purchased Shares and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock have not required in connection with such proposed transfer; or (ii) a registration statement been registered under the Securities Act covering such proposed disposition has been filed by or under any state securities Laws and will not sell or otherwise dispose of any of the Company Purchased Shares or shares of Common Stock issuable upon conversion of the Series A Preferred Stock, except in compliance with the Securities and Exchange Commission and has become effective under registration requirements or exemption provisions of the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of applicable securities Laws and this Agreement.

Legend. Each Note and certificate representing the Notes, the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue skyBLUE SKY" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. TELENETICS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Notes, Conversion Shares, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue skyBLUE SKY" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue skyBLUE SKY" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6SECTION 5, the Company will use reasonable efforts to comply with any such applicable state securities or "blue skyBLUE SKY" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 SECTION 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONMERCHANDISE CREATIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (a) Each Note and certificate of the Investors agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities subject to this Agreement will bear a legend substantially in to the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN AMENDED AND RESTATED PURCHASE AGREEMENT DATED AS OF MARCH 17, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION 2008 AMONG THE ISSUER OF SUCH SECURITIES UNDER (THE SECURITIES ACT “COMPANY”) AND UNDER THE OTHER PARTY OR PARTIES NAMED THEREIN. A COPY OF THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS SUCH AGREEMENT SETTING FORTH SUCH RESTRICTIONS ON TRANSFER IS NOT REQUIREDON FILE WITH THE SECRETARY OF THE ISSUER." The (b) Upon request of an Investor, upon receipt by the Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing to the manner and terms effect that the first sentence of such transfer and removal as legend is no longer required under the Securities Act, the Company may reasonably requestshall promptly cause the first sentence of such legend to be removed from any certificate for any Securities so to be Transferred. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion Upon request of its counselan Investor, the registration remainder of the Note or Conversion Shares legend shall be removed upon the expiration of the applicable transfer restrictions set forth in this Agreement. Each Investor acknowledges that the Securities have not been registered under the Securities Act is or under any state securities Laws and agrees that it will not required sell or otherwise dispose of any of the Securities, except in connection compliance with such proposed transfer; the registration requirements or (ii) a registration statement under exemption provisions of the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities Laws.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or the Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or the Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) daysTrading Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to will reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such SecuritiesShares, such the holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and reissuance will not be effected until: (aa)(i) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel reasonably satisfactory to the Company to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities and Exchange Commission Act and has become effective effective, (iii) the Company has received an opinion of such to the effect that that such registration is not required, or (iv) the Company has received an opinion of such counsel to the effect that the Shares may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (bb)(i) the Company has notified such holder that either: (i) in the received an opinion of its counsel, such counsel to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, required (i) to qualify to do business in any state where it is not then qualified or qualified, (ii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectsubject thereto, or (iii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementAgreement or imposed by law or regulation.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and Commission, which registration statement has become effective under the Securities Act; and (b) the Company has notified such holder received an opinion of counsel that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to will reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such the holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and reissuance will not be effected until: (aa)(i) the Company has notified such holder that either (i) in the received an opinion of its counsel, counsel reasonably satisfactory to the Company to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities and Exchange Commission Act and has become effective effective, (iii) the Company has received an opinion of such to the effect that that such registration is not required, or (iv) the Company has received an opinion of such counsel to the effect that the Securities may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (bb)(i) the Company has notified such holder that either: (i) in the received an opinion of its counsel, such counsel to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, required (i) to qualify to do business in any state where it is not then qualified or qualified, (ii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectsubject thereto, or (iii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementAgreement or imposed by law or regulation.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. FLO CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and , (biii) the Company has notified received other evidence reasonably satisfactory to the Company that such holder that either: (i) in the opinion of its counsel, the registration or and qualification under the Securities Act and state securities or "blue sky" laws of any state is are not required in connection with such proposed dispositionrequired, or (iiiv) compliance the holder provides the Company with applicable state securities or "blue sky" laws has been effectedreasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCESYNCH CORP. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONADVANCED GROWING SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such request is in connection with a sale), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Note and Unless otherwise provided below, each certificate ------ representing the Conversion Put Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or the "blue sky" lawsLegend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONECONNECT, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The . As soon as practicable after the execution and delivery hereof, the Company agrees shall issue to reissue the Note transfer agent instructions in substantially the form of Exhibit B hereto. Such instructions shall be irrevocable by the Company from and after the date thereof or from and after the issuance thereof. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent to issue to the Investor, at the Investor's option, via the Deposit Withdrawal Agent Commission system ("DWAC") or in the form of ---- certificates representing evidencing the Conversion SharesPut Shares incident to a Put and issued on a Put Closing Date, free of the Legend, without consultation by the legend set forth above if at such time, prior to making transfer agent with the Company or its counsel and without the need for any transfer of any such Securities, such holder thereof shall give written notice further advice or instruction or documentation to the Company describing the manner and terms of such transfer and removal as agent by or from the Company may reasonably request. Such proposed transfer will not be effected until: or its counsel or the Investor; provided, that (a) the Registration Statement shall then be effective, (b) the Investor confirms to the transfer agent and the Company that it has notified or intends to sell such holder Put Shares to a third party that either (i) is not an affiliate of the Investor or the Company and the Investor agrees to redeliver the certificate representing such Put Shares to the transfer agent to add the Legend in the opinion of its counselevent the Put Shares are not sold, and (c) if reasonably requested by the transfer agent or the Company, the registration of Investor confirms to the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by transfer agent and the Company that the Investor has complied with the Securities and Exchange Commission and has become effective prospectus delivery requirement under the Securities Act; and (b) . At any time after the Company has notified such holder Effective Date, upon surrender of one or more certificates evidencing Common Stock that either: (i) in bear the opinion Legend, to the extent accompanied by a notice requesting the issuance of its counselnew certificates free of the Legend to replace those surrendered, the registration transfer agent shall reissue such shares of Common Stock via DWAC or qualification under free of the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLegend.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in this Section. Certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth in this Section), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Conversion Shares pursuant to Rule 144, or (iii) if such Conversion Shares are eligible for sale under Rule 144 by Vicis without limitation as to volume or manner of sale, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date of a registration statement covering such Conversions Shares, if required by the Company’s transfer agent, to effect the removal of the legend hereunder. If all or any portion of the Acquired Shares is converted at a time when there is an effective registration statement to cover the resale of the Conversion Shares, such Conversion Shares, as the case may be, shall be issued free of all legends. The Company agrees that following the effective date of the registration statement covering Conversion Shares or at such time as such legend is no longer required under this Section, it will, no later than five (5) trading days following the delivery by Vicis to reissue the Note Company or the Company’s transfer agent of a certificate representing Conversion Shares, as the case may be, issued with a restrictive legend (such date, the “Delivery Date”), deliver or cause to be delivered to Vicis a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Conversion Shares is required to be issued to Vicis without a legend, in lieu of delivering physical certificates representing the Conversion Shares, without provided the legend set forth above if at such timeCompany’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will shall use its reasonable best efforts to respond cause its transfer agent to any electronically transmit the Conversion Shares to Vicis by crediting the account of such notice from a holder within five Vicis’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (5“DWAC”) days. In system (to the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply extent not inconsistent with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Securities is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Securities, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Securities to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate or “book entry” statement representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ” The Company agrees to cause its transfer agent to reissue the Note and certificates representing any of the Conversion Shares, shares of Common Stock without the legend set forth above if at so long as such time, prior to making any transfer of any such Securities, legend removal is in connection with a sale transaction and such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such In addition, such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares shares of Common Stock under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the shares of Common Stock is permitted to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the shares of Common Stock (provided that a registration statement under the Securities Act providing for the resale of the shares of Common Stock is then in effect and such shares have been sold), the Company may cause its transfer agent to electronically transmit the shares of Common Stock to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition, the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and public resale of the Common Stock pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that shares of Common Stock are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting transfer pursuant to Section 5.1 hereof.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONHIENERGY TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate (a) The Purchasers agree that all certificates or other instruments representing the Conversion Shares securities subject to this Agreement shall be stamped or otherwise imprinted with bear a legend substantially in to the following form effect, until such time as they are not required under Section 3.4(b) or applicable law (and, with respect to Common Shares held in addition to any book-entry form, the Company’s transfer agent will record such a legend required by applicable state securities or "blue sky" laws): "on the share register): (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED PURSUANT TO AN OPINION OF COUNSEL THAT EXEMPTION FROM REGISTRATION OF UNDER SUCH SECURITIES UNDER ACT OR SUCH LAWS. (ii) THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 24, 2010, COPIES OF WHICH ARE ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The Company agrees to reissue ” (b) Following the Note and certificates representing earlier of (i) the Conversion effective date of a resale registration statement covering such Common Shares or (ii) Rule 144 becoming available for the resale of the Common Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Company’s transfer agent to remove or cause to be removed the legend set forth above if at in Section 3.4(a) from the certificates representing the Common Shares or from the notation in the share register relating to the Common Shares, as applicable, and shall cause its counsel to issue any legend removal opinion required by the transfer agent. Any fees (with respect to the transfer agent, Company counsel or otherwise) associated with the issuance of such timeopinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, prior the Company will no later than three (3) Business Days following the delivery by a Purchaser to making any the Company or the transfer of any such Securities, such holder thereof shall give written agent (with notice to the Company describing Company) of a legended certificate or instrument representing such Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the manner reissuance and/or transfer) and terms of any required representation letter, deliver or cause to be delivered to such transfer and removal Purchaser a certificate or instrument (as the case may be) representing such Common Shares that is free from all restrictive legends. The Company may reasonably requestnot make any notation on its records or give instructions to its transfer agent that enlarge the restrictions on transfer set forth in this Section 3.4(b). Such proposed Certificates for Common Shares free from all restrictive legends may be transmitted by the transfer will not be effected until: (a) agent to the Company has notified such holder that either (i) in Purchasers by crediting the opinion of its counsel, the registration account of the Note or Conversion Shares Purchaser’s prime broker with the Depository Trust Company as directed by such Purchaser. Each Purchaser acknowledges that the securities have not been registered under the Securities Act is or under any state securities laws and agrees that it shall not required sell or otherwise dispose of any of the securities, except in connection compliance with such proposed transfer; the registration requirements or (ii) a registration statement under exemption provisions of the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities laws.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONDELCATH SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing upon the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected untiloccurrence of: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Note and the Warrant and, if appropriate, securities issued upon conversion and exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. IMAGING TECHNOLOGIES CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue certificates representing the Note and certificates representing the Conversion SharesWarrant, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesNote, Warrant, Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note such Note, Warrant, Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) 10 days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing LLC Interests (if the Conversion Shares LLC Interests are certificated) shall be stamped or otherwise imprinted with a legend bear substantially in the following form (legend, in addition to any legend other legends required by applicable state securities law or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE otherwise deemed appropriate by the Managing Member in its sole discretion: “The LLC Interests represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and transfer for the purpose of each REIT Subsidiary’s maintenance of its status as a real estate investment trust (THE "SECURITIES"“REIT”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933under the Internal Revenue Code of 1986, AS AMENDED as amended (THE "SECURITIES ACT"the “Code”). Subject to certain further restrictions and except as expressly provided in the Company’s governing operating agreement, (i) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDno Person may Beneficially Own or Constructively Own in excess of a 9.8% capital interest or profits interest in the Company unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable) and (ii) no Person may Beneficially Own or Constructively Own LLC Interests that would result in any REIT Subsidiary being “closely held” under Section 856(h) of the Code or otherwise cause the REIT Subsidiary to fail to qualify as a REIT. Any Person that Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own LLC Interests that cause or will cause a Person to Beneficially Own or Constructively Own LLC Interests in excess or in violation of the above limitations must immediately notify the Company. If any of the restrictions on transfer or ownership are violated, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONthe LLC Interests, INCor a portion thereof, represented hereby will be automatically transferred to a Trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue Furthermore, upon the Note occurrence of certain events, attempted transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend and certificates representing not defined in this legend have the Conversion Shares, without the legend meanings set forth above if at such in the Company’s governing operating agreement, as the same may be amended from time to time, prior a copy of which, including the restrictions on transfer and ownership, will be furnished to making any transfer each holder of any LLC Interests on request and without charge. Requests for such Securities, such holder thereof shall give written notice a copy may be directed to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of at its counsel, the registration principal office.” Instead of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder foregoing legend, any certificate may state that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The furnish a full statement about certain restrictions on transfer contained in this Section 6 shall be in addition to, transferability to a Member on request and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.without charge

Legend. Each Note and certificate (a) The Purchasers agree that all certificates or other instruments representing the Conversion Shares securities subject to this Agreement shall be stamped or otherwise imprinted with bear a legend substantially in to the following form effect, until such time as they are not required under Section 3.4(b) or applicable law (and, with respect to Common Shares held in addition to any book-entry form, the Company’s transfer agent will record such a legend required by applicable state securities or "blue sky" laws): "on the share register): (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED PURSUANT TO AN OPINION OF COUNSEL THAT EXEMPTION FROM REGISTRATION OF UNDER SUCH SECURITIES UNDER ACT OR SUCH LAWS. (ii) THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2010, COPIES OF WHICH ARE ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The Company agrees to reissue ” (b) Following the Note and certificates representing earlier of (i) the Conversion effective date of a resale registration statement covering such Common Shares or (ii) Rule 144 becoming available for the resale of the Common Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Common Shares and without volume or manner-of-sale restrictions, the Company shall instruct the Company’s transfer agent to remove or cause to be removed the legend set forth above if at in Section 3.4(a) from the certificates representing the Common Shares or from the notation in the share register relating to the Common Shares, as applicable, and shall cause its counsel to issue any legend removal opinion required by the transfer agent. Any fees (with respect to the transfer agent, Company counsel or otherwise) associated with the issuance of such timeopinion or the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, prior the Company will no later than three (3) Business Days following the delivery by a Purchaser to making any the Company or the transfer of any such Securities, such holder thereof shall give written agent (with notice to the Company describing Company) of a legended certificate or instrument representing such Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the manner reissuance and/or transfer) and terms of any required representation letter, deliver or cause to be delivered to such transfer and removal Purchaser a certificate or instrument (as the case may be) representing such Common Shares that is free from all restrictive legends. The Company may reasonably requestnot make any notation on its records or give instructions to its transfer agent that enlarge the restrictions on transfer set forth in this Section 3.4(b). Such proposed Certificates for Common Shares free from all restrictive legends may be transmitted by the transfer will not be effected until: (a) agent to the Company has notified such holder that either (i) in Purchasers by crediting the opinion of its counsel, the registration account of the Note or Conversion Shares Purchaser’s prime broker with the Depository Trust Company as directed by such Purchaser. Each (c) Purchaser acknowledges that the securities have not been registered under the Securities Act is or under any state securities laws and agrees that it shall not required sell or otherwise dispose of any of the securities, except in connection compliance with such proposed transfer; the registration requirements or (ii) a registration statement under exemption provisions of the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementapplicable securities laws.

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONROO GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONFINANCIALCONTENT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONPRESCIENT APPLIED INTELLIGENCE, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAVITAR, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares, the Conversion Shares, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: either (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONIMMUNOCELLULAR THERAPEUTICS, INCLTD. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal of the legend will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares, the Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: either (i) in the opinion of its Company counsel, the registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effected. The Company will use its reasonable best efforts to respond to any such notice from a holder within five three (53) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Notwithstanding the foregoing, the restrictions on transfer contained in this Section 5.1 shall not be deemed to limit or prohibit any Purchaser’s right to pledge any of the Securities for margin purposes.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONXSTREAM BEVERAGE GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 66.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares and Warrants, and, if appropriate, securities issued upon exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONEDGEWATER FOODS INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, Shares without the legend set forth above if at such time, prior to in connection with making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such , provided, however, that such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares and/or Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities ActAct and the holder has provided the Company with a statement that the Shares and/or the Warrant Shares were sold and prospectus delivery requirements satisfied, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL IN TOUCH MEDIA TELEVISIONGROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement). ARTICLE VI

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONURIGEN PHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion and Exercise Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion and Exercise Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: , and (ax) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion and Exercise Shares have been registered for sale under the Securities Act and the holder is not required in connection selling such shares and is complying with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective its prospectus delivery requirement under the Securities Act; and , (by) the Company has notified holder is selling such holder that either: (i) Conversion and Exercise Shares in compliance with the opinion provisions of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, Rule 144 or (iiz) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts the provisions of paragraph (b)(1)(i) of Rule 144 apply to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, Conversion and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementExercise Shares.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONEDGEWATER FOODS INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF ­ COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such request is in connection with a sale), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system. ­

Legend. Each Note and certificate representing the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SAFLINK CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Shares, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SAFLINK CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) daysBusiness Days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate (a) The Purchaser agrees that all certificates or other instruments representing the Conversion Preference Shares shall be stamped subject to this Agreement (or otherwise imprinted with the Common Shares issuable upon conversion thereof) will bear a legend substantially in to the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT") OR LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND UNDER OTHER RESTRICTIONS SET FORTH IN A SHAREHOLDERS’ AGREEMENT, DATED AS OF [●], 2016, A COPY OF WHICH IS ON FILE WITH THE PROVISIONS SECRETARY OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDTHE ISSUER." The (b) Upon request of the applicable Purchaser Party (or any Permitted Transferee), upon receipt by the Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice an opinion of counsel reasonably satisfactory to the Company describing to the manner and terms of effect that such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares legend is no longer required under the Securities Act is and applicable state laws, the Company shall promptly cause the first paragraph of the legend to be removed from any certificate for any Preference Shares to be transferred in accordance with the terms of the Shareholders’ Agreement. The Purchaser acknowledges that the Preference Shares and Common Shares issuable upon conversion of the Series A Preference Shares have not required in connection with such proposed transfer; or (ii) a registration statement been registered under the Securities Act covering such proposed disposition has been filed by or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Company Preference Shares or Common Shares issuable upon conversion of the Series A Preference Shares, except in compliance with the Securities and Exchange Commission and has become effective under registration requirements or exemption provisions of the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this applicable securities laws and the Shareholders’ Agreement.

Legend. Each Note and certificate representing the Preferred Shares and the Conversion Shares Shares, if appropriate, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONBPO MANAGEMENT SERVICES, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares is required to be issued to an Exchanging Holder without a legend, in lieu of delivering physical certificates representing the Conversion Shares, the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to an Exchanging Holder by crediting the account of such Exchanging Holder’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement and provided that the provisions of Rule 144 so permit) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be ------ stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if if, at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with ----------- any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. AMERICAN LEARNING CORPORATION (“ALRN”) SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . THE SECURITIES ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS PROVIDED FOR IN THAT CERTAIN STOCK PURCHASE AGREEMENT, DATED AS OF MAY 11, 2011, BY AND AMONG ALRN AND THE INVESTOR PARTIES THERETO. The Company agrees to reissue the Note and certificates representing the Conversion Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note or Conversion such Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) days. In the case of any proposed transfer under this Section 6Article V, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 Article V shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, DOLCE VENTURES INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued to Stockholder will bear a legend on the face thereof substantially in to the following form effect (in addition to any legend with such additions thereto or changes therein as the Company may be advised by counsel are required by applicable state securities or law (the "blue sky" lawsLegend")): "THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR ANY OTHER APPLICABLE LAW OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED FEBRUARY 21, 2002, BETWEEN THE COMPANY AND EXPLORER HOLDINGS, L.P., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDSUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer Legend will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed removed by the Company by the delivery of a legal opinion from counsel to the Stockholder to the effect that such legend is no longer required for purposes of applicable securities laws. In connection with the Securities and Exchange Commission and has become effective foregoing, the Company agrees that, if the Company is required to file reports under the Exchange Act, for so long as and to the extent necessary to permit the Stockholder to sell any Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts pursuant to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6Rule 144, the Company will use its reasonable efforts to comply file, on a timely basis, all reports required to be filed with any such applicable state securities or "blue sky" lawsthe SEC by it pursuant to Section 13 of the Exchange Act, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or furnish to the general service of process in Stockholder upon request a written statement as to whether the Company has complied with such reporting requirements during the 12 months preceding any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, proposed sale under Rule 144 and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementotherwise use its reasonable efforts to permit such sales pursuant to Rule 144.

Legend. Each Note and certificate holder understands that, prior to the effectiveness of the Registration Statement, certificates or other instruments representing any of the Conversion Shares shall be stamped or otherwise imprinted with a legend Registrable Securities acquired by Holder will bear legends substantially in similar to the following form (following, in addition to any legend other legends required by applicable federal or state securities or "blue sky" laws): ": THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") ), OR ANY APPLICABLE STATE SECURITIES LAWS LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS REGISTERED (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONCOVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, INC. SHALL HAVE RECEIVED (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS TRANSACTION IS NOT REQUIRED." The Company EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. Each holder agrees that, in order to reissue ensure and enforce compliance with the Note restrictions imposed by applicable law and certificates representing those referred to in the Conversion Sharesforegoing legends, without the legend set forth above if at such timeor elsewhere herein, Amazxx.xxx xxx, prior to making the effectiveness of the Registration Statement, issue appropriate "stop transfer" instructions to its transfer agent, if any, with respect to any transfer of any such certificate or other instrument representing Registrable Securities, such holder thereof shall give written notice or if Amazxx.xxx xxxnsfers its own securities, that it may make appropriate notations to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) same effect in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementAmazxx.xxx'x xecords.

Legend. Each Note and certificate representing the Conversion Common Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: ” (a) the Company has notified such holder that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Common Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Common Shares (provided that a registration statement under the Securities Act providing for the resale of the Common Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Common Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). (b) Certificates evidencing the Common Shares shall not contain any legend (including the legend set forth in Section 5.1 hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act (the date such registration statement is declared effective, being referred to as the "Effective Date"), (ii) following any sale of such Common Shares pursuant to Rule 144, (iii) if such Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Common Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to its transfer agent promptly after the Effective Date if required by the transfer agent to effect the removal of the legend hereunder. If there is an effective registration statement to cover the resale of the Common Shares, or if such Common Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if such Common Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Common Shares and without volume or manner-of-sale restrictions or if such

Legend. Each Note and certificate representing the Conversion Note, the Warrant and the Shares, and, if appropriate, the Warrant Shares issued upon exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS ), AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT HAS BEEN MADE OR UNLESS REGISTERED AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONTO THE SATISFACTION OF THE ISSUER OF THE SECURITIES, INC. SHALL HAVE RECEIVED AN IN ITS SOLE DISCRETION, WHICH WILL REQUIRE A WRITTEN OPINION OF LEGAL COUNSEL THAT REGISTRATION SATISFACTORY TO THE ISSUER OF SUCH SECURITIES UNDER THE SECURITIES ACT THAT REMOVAL OF THIS RESTRICTIVE LEGEND IS IN ALL MANNER PROPER AND UNDER IN COMPLIANCE WITH THE PROVISIONS REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." THE ACT. The Company agrees to reissue the Note and certificates representing any of the Conversion Shares, Warrant Shares or the Shares without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Warrant Shares or Conversion the Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares or the Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares or the Shares (provided that a registration statement under the Securities Act providing for the resale of the Shares and Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares or Shares to a Purchaser by crediting the account of the Purchaser or the Purchaser's Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) Investor acknowledges and agrees that the Company has notified such holder that either (i) Exchange Options received in the opinion Exchange will bear the following legend (or one to substantially similar effect): "This option has not been registered under the U.S. Securities Act of its counsel1933, as amended, (the "Securities Act"). The option has been acquired for investment and may not be sold, pledged or hypothecated in the United States in the absence of an effective registration statement for the option under the Securities Act or an exemption thereunder. This option is subject to restrictions contained in an Option Agreement, dated as of _________, 200_. The Option Agreement contains, among other things, certain provisions relating to the transfer of this option. The shares issuable upon exercise of this option will be subject to restrictions contained in a Stockholders Agreement, dated as of ________, 200_. The Stockholders Agreement contains, among other things, certain provisions relating to the transfer and voting of the Note shares issuable upon exercise of this option. No transfer, sale, assignment, pledge hypothecation or Conversion other disposition of this option or the shares issuable upon exercise hereof, directly or indirectly, may be made except in accordance with the provisions of such Option Agreement and/or such Stockholders Agreement. The holder of this option, by acceptance hereof, agrees to be bound by all of the provisions of such Option Agreement and such Stockholders Agreement applicable to this option and the shares issuable upon exercise hereof." (b) It acknowledges and agrees that the Common Shares, Junior Preferred Shares and Senior Preferred Shares received in the Contribution and the GEI Contribution and any Junior Preferred Shares received upon exercise of the Exchange Options represented by physical certificates will bear the following legend (or one to substantially similar effect): "The shares represented by this certificate (the "Shares") have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares have been acquired for investment and may not be sold, pledged or hypothecated in the United States in the absence of an effective registration statement for the Shares under the Securities Act is not required or an exemption thereunder. The Shares are subject to restrictions contained in connection with such proposed a Stockholders Agreement, dated as of _________, 200_. The Stockholders Agreement contains, among other things, certain provisions relating to the transfer of the Shares. No transfer; , sale, assignment, pledge hypothecation or (ii) a registration statement under other disposition of the Securities Act covering such proposed disposition has been filed by the Company Shares, directly or indirectly, may be made except in accordance with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified provisions of such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedStockholders Agreement. The Company will use its best efforts holder of this certificate, by acceptance of this certificate, agrees to respond to any be bound by all of the provisions of such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such Stockholders Agreement applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementShares."

Legend. Each Note and certificate representing the Series C Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONCOMPUTER MOTION, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note Series C Preferred Shares, the Conversion Shares, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCBLUEPHOENIX SOLUTIONS LTD. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue . NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Certificates evidencing the Note and certificates representing the Conversion Shares, without Securities shall not contain any legend (including the legend set forth above above) if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: time (ai) the Company has notified such holder that either (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition the resale of the Securities has been filed by the Company with the Securities and Exchange Commission SEC and has become effective under the Securities Act; and , (biii) the Company has notified received other evidence reasonably satisfactory to the Company that such holder that either: (i) in the opinion of its counsel, the registration or and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or "blue sky" laws (iv) following the sale of the Securities pursuant to Rule 144 or (v) following the date that the Securities may be sold pursuant to Rule 144 without manner or volume restriction. If all or any portion of a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 without volume or manner restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 5.1, it will use reasonably best efforts to, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Securities is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares, as appropriate, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares, as appropriate, to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement). Notwithstanding anything contained in this Agreement to the contrary, each Purchaser agrees that, upon receipt of a notice from the Company of the occurrence of any state event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n) of the Registration Rights Agreement, such Purchaser will forthwith discontinue disposition of such Shares and Warrant Shares under the Registration Statement until such Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j) of the Registration Rights Agreement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $25,000 of the Securities (based on the VWAP of the Ordinary Shares on the date such Securities are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to this Section 4.1(c), $50 per Trading Day for each Trading Day after the seventh Trading Day following the Legend Removal Date until such certificate is delivered without a legend. Notwithstanding anything hereunder to the contrary, for any periods during which partial liquidated damages are accruing under both this Section 5.1 and Section 2(e) of the Warrant, the holder of the Warrant shall only have the right to recover partial liquidated damages, at the option of such holder, under one such provision. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The Company acknowledges and agrees that the Securities may be pledged by a Purchaser in connection with such proposed dispositiona bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or (ii) compliance assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with applicable state securities any notice thereof or "blue sky" laws has been effectedotherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company will use its best efforts hereby agrees to respond to any execute and deliver such notice from documentation as a holder within five (5) days. In pledgee of the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, Securities may reasonably request in connection therewith, with a pledge of the Securities to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not such pledgee by way of limitation of, any other restrictions on transfer contained in any other section of this Agreementa Purchaser.

Legend. (a) Each Note and certificate Purchaser agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued pursuant hereto will bear a legend substantially in to the following form effect: (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY i) THIS CERTIFICATE (THE "SECURITIES") HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“ACT”), OR UNDER STATE SECURITIES ACT") LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR ANY STATE SECURITIES LAWS AND INTEREST OR PARTICIPATION THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAND, INC. SHALL HAVE RECEIVED IN THE CASE OF CLAUSE (B), UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDLAWS." (b) Any transferee of any Securities or any interest therein, by its acceptance thereof, shall be deemed to have made the representations set forth in ‎Section 2.3 of this Agreement. The Company agrees shall not be required to reissue register the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give Securities to any person unless the Company receives from the proposed transferee a written notice instrument in form and substance reasonably satisfactory to the Company describing in which such transferee makes the manner representations and terms of such transfer and removal as warranties set forth in ‎Section 2.3 and, if the Company may so reasonably request. Such proposed transfer will not be effected until: (a) requests, an opinion of counsel in form and substance reasonably satisfactory to the Company has notified such holder to the effect that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; . (c) The Company shall promptly cause the legend to be removed from any certificate for any Securities held by a Purchaser or any of its affiliates and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities (i) upon request of a Purchaser, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state Laws or (ii) a registration statement when such Securities shall have been registered under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective or may otherwise be transferred pursuant to any applicable rules thereunder, including eligibility to be transferred if Rule 144 under the Securities Act; Act is available for the sale of the Securities without volume and (b) manner of sale restrictions and the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will shall use its reasonable best efforts to respond deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities, including the delivery of an opinion of counsel that such notice from a holder within five (5) days. In legend is no longer required under the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such Securities Act and applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLaws.

Legend. Each Note and certificate representing the Conversion Common Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Common Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Common Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Common Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Common Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Common Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Common Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement). The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer thereof including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Except as otherwise provided in Section 5.1, any Securities subject to a pledge or security interest as contemplated by this Section 5.1 shall continue to bear the legend set forth in this Section 5.1 and be subject to the restrictions on transfer set forth in Section 5.1. Certificates or instruments evidencing Securities shall not contain any legend (including the legend set forth in Section 5.1): (i) following their disposition pursuant to an effective registration statement (including the Registration Statement with respect to the Shares and the Warrant Shares), or (ii) following a sale or transfer of such Securities pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company), or (iii) while such Securities are eligible for sale by the selling Investor without volume restrictions under Rule 144. If an Investor shall make a sale or transfer of Securities either (x) pursuant to Rule 144 or (y) pursuant to a registration statement and in each case shall have delivered to the Company or the Transfer Agent the certificate or instrument representing the applicable Securities containing a restrictive legend which are the subject of such sale or transfer and a representation letter in customary form (the date of such sale or transfer and Securities delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to such Investor a certificate or instrument representing such Securities that is free from all restrictive or other legends by the fifth Trading Day following the Share Delivery Date and (2) following such fifth Trading Day after the Share Delivery Date and prior to the time such Securities are received free from restrictive legends, the Investor, or any third party on behalf of such Investor, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Securities (a "Buy-In"), then, in addition to any other rights available to the Investor under the Transaction Documents and applicable law, the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONGLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Shares Securities under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Securities is required to be issued to Avaya without a legend, in lieu of delivering physical certificates representing the Securities, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Securities to Avaya by crediting the account of Avaya's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Notes, the ------ Warrants and the Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SPEEDCOM WIRELESS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer will not be effected until: (a) the Company has notified such holder that either (i) in the opinion of its Company counsel, the registration of the Note such Notes, Warrants or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) the Company has notified such holder that either: (i) in the opinion of its Company counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will use its best efforts to respond to any such notice from a holder within five (5) days. In the case of any proposed transfer under this Section 65, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. Each Note and certificate representing the Conversion Shares Notes and the Warrants, and, if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; , or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" ” laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically Table of Contents transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Preferred Shares and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. DENTALSERV.COM SHALL HAVE RECEIVED AN XX OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion the Warrant Shares under the Securities Act or any applicable state securities laws is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act and pursuant to any applicable state securities laws; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser's Prime Broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. MANARIS CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." . The Company agrees to issue or reissue the Note and certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such SecuritiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note Conversion Shares or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will use its best efforts to respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 65.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's prime broker with the Depository Trust Company Fast Automated Securities Transfer program, through its Deposit Withdrawal Agent Commission system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Conversion Shares Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "“blue sky" ” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "“SECURITIES"”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE SUCH STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INCLAWS. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Conversion SharesWarrant Shares , without the legend set forth above if at such time, prior to making any transfer of any such Securitiessecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that the registration of the Note or Conversion Warrant Shares under the Securities Act is not required in connection with such proposed transfer; or , (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission SEC and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has notified such holder that either: (i) in the received an opinion of its counselcounsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "“blue sky" ” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "“blue sky" ” laws has been effectedeffected or a valid exemption exists with respect thereto. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 65.1 , the Company will use reasonable efforts to comply with any such applicable state securities or "“blue sky" lawssky”laws, but shall in no event be required, in connection therewith, (x) to qualify to do business in any state where it is not then qualified or qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 6 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate (a) Xxxxxxxxx agrees that all certificates or other instruments representing the Conversion Shares shall be stamped or otherwise imprinted with Securities issued pursuant hereto will bear a legend substantially in to the following form effect: (in addition to any legend required by applicable state securities or "blue sky" laws): "THE SECURITIES REPRESENTED BY i) THIS CERTIFICATE (THE "SECURITIES") HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“ACT”), OR UNDER STATE SECURITIES ACT") LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS SECURITY OR ANY STATE SECURITIES LAWS AND INTEREST OR PARTICIPATION THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISIONAND, INC. SHALL HAVE RECEIVED IN THE CASE OF CLAUSE (B), UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIREDLAWS." (b) Any transferee of any Securities or any interest therein, by its acceptance thereof, shall be deemed to have made the representations set forth in Section 2.3 of this Agreement. The Company agrees shall not be required to reissue register the Note and certificates representing the Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such Securities, such holder thereof shall give Securities to any person unless the Company receives from the proposed transferee a written notice instrument in form and substance reasonably satisfactory to the Company describing in which such transferee makes the manner representations and terms of such transfer and removal as warranties set forth in Section 2.3 and, if the Company may so reasonably request. Such proposed transfer will not be effected until: (a) requests, an opinion of counsel in form and substance reasonably satisfactory to the Company has notified such holder to the effect that either (i) in the opinion of its counsel, the registration of the Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer; . (c) The Company shall promptly cause the legend to be removed from any certificate for any Securities held by Purchaser or any of its affiliates and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities (i) upon request of Purchaser, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state Laws or (ii) a registration statement when such Securities shall have been registered under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective or may otherwise be transferred pursuant to any applicable rules thereunder, including eligibility to be transferred if Rule 144 under the Securities Act; Act is available for the sale of the Securities without volume and (b) manner of sale restrictions and the Company has notified such holder that either: (i) in the opinion of its counsel, the registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected. The Company will shall use its reasonable best efforts to respond deliver all necessary documents to the transfer agent in connection therewith without charge as to any Securities, including the delivery of an opinion of counsel that such notice from a holder within five (5) days. In legend is no longer required under the case of any proposed transfer under this Section 6, the Company will use reasonable efforts to comply with any such Securities Act and applicable state securities or "blue sky" laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this AgreementLaws.