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

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Shares and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of EXHIBIT T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of EXHIBIT T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of EXHIBIT O hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee an affiliate which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit O hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit H instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Conversion Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any exercise by conversion of the Company of a PutPreferred Stock. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares and Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Act, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 Section 5.10 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.1 I will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.1 1, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years after the Last Closing or one (1) month after the first date that no Preferred Stock and no Warrants are outstanding, whichever is earlier (the "Ending Date"). In the event the Company's agency relationship with the Transfer Agent should be terminated for any other reason prior to the date which is three (3) years after the Last Closing, the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Company; (ii) is approved by seventy-five percent (75%) of the Subscribers of outstanding Preferred Stock; and (iii) executes and agrees to be bound by the terms of the Irrevocable instructions to Transfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms terns of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in formfore, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic economic. loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of EXHIBIT T hereto, to issue certificates, registered in the name of each Investor or its nominee, for or in such other name as the Commitment SharesEscrow Agent shall direct, the Fee Shares and for the Put Shares and Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate6.9 hereof. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee an affiliate which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Common Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon the Initial Tranche Closing, any exercise by the Company of a PutCall for Proceeds and exercise of the Warrants. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by only to the terms of this Agreement and Legend removal is not extent permitted by Section 9.10(ii) 6.9 hereof and the Company shall use its reasonable best efforts to cause the Transfer Agent to issue such certificates without a Legend, and except for the Irrevocable Instructions to Transfer Agent shall so indicateInitial Tranche Shares until such Initial Tranche Shares are registered for resale under the Act. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Common Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, an Investor transfers Securities to a transferee an affiliate which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company ----------------------------------------------- will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, --------- registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an a Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an a Investor transfers Securities, Securities to an affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an a Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an a Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions in the form of Exhibit J hereto (the “Transfer Agent Instructions”), to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, for the Fee Shares and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii9.10(iv) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, then the Company shall permit the transfer; provided, that Investor and the Company shall cooperate to ensure that a legend in substantially the form set forth in Section 9.10(iii) be affixed to any certificates representing shares sold pursuant to an exemption from registration other than Rule 144. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, for the Fee Shares and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii9.10(iii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct -------------------------------------------- issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit E instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Shares and for the Put Conversion Shares in such amounts as specified from time to time by such Subscriber to the Company upon any exercise by conversion of the Company of a PutPreferred Stock. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares prior to registration of the Conversion Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably customary for opinions of counsel in comparable transactions and acceptable to counsel for the Company (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, pursuant to Rule 144, to a transferee affiliate which is an accredited investorinvestor as defined under the Act, the Company shall permit the transfer, and, in the case of Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating violating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years after the Last Closing or one (1) month after the first date that no Preferred Stock is outstanding, whichever is earlier (the "Ending Date"). In the event the Company's agency relationship with the Transfer Agent should be terminated for any other reason prior to the date which is three (3) years after the Last Closing, the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Company; (ii) is approved by seventy-five percent (75%) of the Subscribers of outstanding Preferred Stock; and (iii) executes and agrees to be bound by the terms of the Irrevocable Instructions to Transfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit I hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Once the Company becomes a Reporting Issuer, the Company agrees to promptly retain a transfer agent (the "Transfer Agent") for its Common Stock and the Company will promptly instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions in the form of EXHIBIT T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agreesand, in the event case of a breach Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or threatened breach more certificates in such name and in such denomination as specified by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.such

The Company's Instructions to Transfer Agent. The Company will instruct -------------------------------------------- issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit F instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue --------- certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Conversion Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any conversion of the Preferred Stock, including the Series B Preferred Stock issued upon the exercise by of the Company Preferred Option and exercise of a Putthe Common Warrants. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares and Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company hereby agrees that, without the written approval of the Placement Agent, it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years after the Record Date or one (1) month after the first date that no Preferred Stock and no Warrants are outstanding, whichever is earlier (the "Ending Date"). In the event the Company's agency relationship with the Transfer Agent should be terminated for any other reason prior to the date which is three (3) years after the Record Date, the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Company; (ii) is approved by seventy-five percent (75%) of the Subscribers of outstanding Preferred Stock; and (iii) executes and agrees to be bound by the terms of the Irrevocable Instructions to Transfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Shares and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfertransfer . The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company shall use its best efforts to, within ten (10) business days of the Closing Date, enter into an agreement with the Company's transfer agent (the "Transfer Agent") substantially in the form attached hereto as Exhibit E (the "Irrevocable Instructions to Transfer Agent"), with such modifications as are necessary to reflect the terms of this Offering. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent in the form of Exhibit E instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Reset Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon the occurrence of any Reset Event and upon the exercise of the Warrants. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof will be given by the Company of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the to its Transfer Agent with respect to issue such certificates without a Legendthe Units, and the Irrevocable Instructions to Transfer Agent shall so indicateReset Units, or the Warrant Shares. Nothing in this Section shall affect in any way Investor’s Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is two years and one month after the Closing Date of the Initial Offering or one (a1) an Investor provides month after the Company with an opinion Nine Month Anniversary Date, whichever is earlier (the "Ending Date") without the consent of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Subscriber. In the event the Company, 's agency relationship with the Transfer Agent should be terminated for any other reason prior to the effect date which is three (3) years after the Closing Date, the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Securities Company; (ii) is approved by the Subscriber; and (iii) executes and agrees to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, bound by the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose terms of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition Irrevocable Instructions to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being requiredTransfer Agent.

The Company's Instructions to Transfer Agent. The Company ------------------------------------------------ will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit I hereto, to issue certificates, registered in the name --------- of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its legally permitted nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions in the form of Exhibit I hereto (the “Transfer Agent Instructions”), to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Conversion Shares and Fee Shares in such amount specified by the Investor in any Notice of Conversion thereof and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut by the holder thereof. Such certificates shall not bear If a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Removal Condition (as defined in Section 9.10(ii9.10(iii) hereof and hereof) has been met, the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit O hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a 34 35 Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee an affiliate which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares aid Warrant Shares, promptly instruct its transfer agent to issue one or more certificates Planet America (Final Amended and Restated) Inv. Agreement 29 30 in such name and in such determination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s Investors obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, an Investor transfers Securities to a transferee an affiliate which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of EXHIBIT T hereto, to issue certificates, registered in the name of each the Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an the Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an the Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, provided the transfer complies with the Act and Rule 144, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each the Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an the Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an the Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, provided the transfer complies with the Act and Rule 144, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company shall use its best efforts to, within ten (10) business days of the Closing Date, enter into an agreement with the Company's transfer agent (the "Transfer Agent") substantially in the form attached hereto as EXHIBIT D (the "Irrevocable Instructions to Transfer Agent"), with such modifications as are necessary to reflect the terms of this Offering. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent in the form of EXHIBIT D instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any the exercise of the Warrants. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof will be given by the Company of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the to its Transfer Agent with respect to issue such certificates without a Legendthe Units, and or the Irrevocable Instructions to Transfer Agent shall so indicateWarrant Shares. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is two (a2) an Investor provides years and one month after the Company with an opinion Closing Date or one (1) month after the Nine Month Anniversary Date, whichever is earlier (the "Ending Date") without the consent of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Subscriber. In the event the Company, 's agency relationship with the Transfer Agent should be terminated for any other reason prior to the effect date which is three (3) years after the Closing Date, the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Securities Company; (ii) is approved by the Subscriber; and (iii) executes and agrees to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, bound by the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose terms of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition Irrevocable Instructions to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being requiredTransfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit O hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.. 6.11

The Company's Instructions to Transfer Agent. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit D instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Shares and for the Put Conversion Shares in such amounts as specified from time to time by such Subscriber to the Company upon any exercise conversion of the Preferred Stock. Such 14 certificates shall bear a Legend only to the extent permitted by Section 5.7 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.7 hereof or in this Section 5.10 and stop transfer instructions to give effect to Section 3.7 hereof in the case of Conversion Shares prior to registration of the Conversion Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counselcounsel (if so required by the Company or the Transfer Agent), which opinion of counsel shall be in form, substance and scope reasonably acceptable to Customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares, promptly instruct its transfer agent to issue one or if more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating vitiating, the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.10, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring , immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall not terminate its agency relationship with the Transfer Agent for any reason prior to the date which is three (3) years after the Last Closing, unless the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Company; and (ii) executes and agrees to be bound by the terms of the Irrevocable Instructions to Transfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit O hereto, to issue certificates, registered in the name of each the Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an the Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct -------------------------------------------- issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit F instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue --------- certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Conversion Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any conversion of the Preferred Stock, including the Series B Preferred Stock issued upon the exercise by of the Company Preferred Option and exercise of a Putthe Common Warrants. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares and Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company hereby agrees that, without the written approval of the Placement Agent, it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years after the Last Closing or one (1) month after the first date that no Preferred Stock and no Warrants are outstanding, whichever is earlier (the "Ending Date"). In the event the Company's agency relationship with the Transfer Agent should be terminated for any other reason prior to the date which is three (3) years after the Last Closing, the Company's Transfer Agent shall continue acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Company; (ii) is approved by seventy-five percent (75%) of the Subscribers of outstanding Preferred Stock; and (iii) executes and agrees to be bound by the terms of the Irrevocable Instructions to Transfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit G instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Conversion Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any conversion of the Preferred Stock and exercise by of the Company of a PutConversion Warrants. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares and Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.. The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years after the Last Closing or one (1) month after the first date that no Preferred Stock and no Conversion Warrants are outstanding, whichever is earlier (the "Ending Date") or until such time

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions instructions, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, for the Fee Shares and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a Put. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii9.10(iv) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations to deliver unlegended share certificates when and as required hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investorAccredited Investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, for the Fee Shares and for the Put Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii9.10(iii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent in the form of Exhibit D instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Conversion Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any conversion of the Convertible Notes and exercise by of the Company of a PutWarrants. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares and Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years and one (1) month after the Last Closing Date or one (1) month after the first date that no Convertible Notes and no Warrants are outstanding, whichever is earlier (the "Ending Date"), unless the Company's Transfer Agent continues acting as transfer agent pursuant to the terms of the Irrevocable Instructions to Transfer Agent until such time that a successor transfer agent (i) is appointed by the Company; (ii) is approved by seventy-five percent (75%) of the Subscribers of outstanding Convertible Notes; and (iii) executes and agrees to be bound by the terms of the Irrevocable Instructions to Transfer Agent.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit I hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.9, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its legally permitted nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 will be inadequate and agreesand, in the event case of a breach or threatened breach by the Company of the provisions of this Section 6.9Put Shares and Warrant Shares, that an Investor shall be entitled, in addition promptly instruct its transfer agent to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.issue

The Company's Instructions to Transfer Agent. The Once the Company becomes a Reporting Issuer, the Company agrees to promptly retain a transfer agent (the "Transfer Agent") for its Common Stock and the Company will promptly instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of EXHIBIT T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction (final 10-15-01) second amended & restated investment agmt.doc 30 contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will -------------------------------------------- instruct the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Put Shares, the Fee Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct issue to its Transfer Agent the Irrevocable Instructions to Transfer Agent substantially in the form of Exhibit G instructing the Transfer Agent of the Common Stock (the “Transfer Agent”), by delivering irrevocable instructions to issue certificates, registered in the name of each Investor Subscriber or its nominee, for the Commitment Shares, the Fee Conversion Shares and for the Put Warrant Shares in such amounts as specified from time to time by such Subscriber to the Company upon any conversion of the Preferred Stock and exercise by of the Company of a PutConversion Warrants. Such certificates shall not bear a Legend unless issuance with a Legend is only to the extent permitted by Section 5.9 hereof. The Company warrants that no instruction, other than such instructions referred to in Section 5.9 hereof or in this Section 5.11 and stop transfer instructions to give effect to Section 3.7 hereof in the terms case of Conversion Shares and Warrant Shares prior to registration of the Conversion Shares and Warrant Shares under the Act, will be given by the Company to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Legend removal is not permitted by Section 9.10(ii) hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicateRegistration Rights Agreement. Nothing in this Section shall affect in any way Investor’s each Subscriber's obligations and agreement set forth in Sections 3.3.2 2.3.3 or 3.3.3 2.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor a Subscriber provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for in comparable transactions (the reasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) a Subscriber transfers Securities to an Investor transfers Securities, affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Subscriber. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor a Subscriber by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 5.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.95.11, that an Investor a Subscriber shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.. The Company hereby agrees that it will not unilaterally terminate its relationship with the Transfer Agent for any reason prior to the date which is three (3) years after February 19, 1998 or one (1) month after the first date that no Preferred Stock and no Conversion Warrants are outstanding, whichever is earlier (the "Ending Date") or until such time

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “Transfer Agent”)Stock, by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.9 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 3.3.3 or 3.3.3 3.3.4 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an a Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to customary for opinions of counsel for the Companyin comparable transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an a Investor transfers Securities, Securities to an affiliate which is an accredited investor pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an a Investor by vitiating the intent and 45 37 purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.11, that an a Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

The Company's Instructions to Transfer Agent. The Company will instruct the Transfer Agent of the Common Stock (the “"Transfer Agent”"), by delivering irrevocable instructions in the form of Exhibit T hereto, to issue certificates, registered in the name of each Investor or its nominee, for the Commitment Shares, the Fee Put Shares and for the Put Warrant Shares in such amounts as specified from time to time by the Company upon any exercise by the Company of a PutPut and/or exercise of the Warrants by the holder thereof. Such certificates shall not bear a Legend unless issuance with a Legend is permitted by the terms of this Agreement and Legend removal is not permitted by Section 9.10(ii) 6.8 hereof and the Company shall cause the Transfer Agent to issue such certificates without a Legend, and the Irrevocable Instructions to Transfer Agent shall so indicate. Nothing in this Section shall affect in any way Investor’s 's obligations and agreement set forth in Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable securities laws. If (a) an Investor provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) an Investor transfers Securities, pursuant to Rule 144, to a transferee which is an accredited investor, the Company shall permit the transfer, and, in the case of Put Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denomination as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to an Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.9 6.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.96.10, that an Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.