Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Actas of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares Shares, prior to registration of such shares the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Act) as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company Company, at the cost of the Buyer, with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent thx Xxxxxxx'x xxent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash xx xxxx x xxxh fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities ActAct or the date on which the Conversion Shares or the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementthe Note or Warrants as applicable. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note or the Warrant, respectively, as and when required by the Note, the Warrant or this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares or any Warrant Shares as contemplated by the terms of this Agreement, the Note and the Warrant, as applicable. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) public sale or transfer of any of the Conversion Shares is not required Securities may be made without registration under the Securities ActAct and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, the Commitment Shares, and the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure that such Common Stock is transferred electronically as DWAC (as defined in the Note) shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcexxxxxxxxxx xxxued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of xxx xxxxxxx xx having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty x xxxx xxx xx Xifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. shall be paid a cash fee of Fifty One Hundred Dollars ($50100) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company’s counsel, to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without unless the express written consent subsequent transfer agent agrees to be bound by the terms of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer --------------------------- agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and/or Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant to Preferred Stock and the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent exercise of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionWarrant. Prior to registration of the Conversion Shares under the Securities Act, all such Such certificates shall bear a legend only in the restrictive legend specified in form of the Legend and only to the extent permitted by Section 2(g) of this Agreement5.1 above. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article V, and no stop transfer instructions other than stop transfer instructions to give effect to Section 2(g) 2.6 hereof (in the case of the Conversion Shares and/or Warrant Shares prior to registration of such shares the Conversion Shares and/or Warrant Shares under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement set forth in Section 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shareslaws. If Without limiting the Buyer(sforegoing, if (a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to 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 of a resale by or (b) Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Buyer(s) of any Company shall permit the transfer, and, in the case of the Conversion Shares is not required under the Securities Actand/or Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the BuyerPurchaser in order to effect such a transfer or sale. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Purchaser 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 5 Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Article V, that the Buyer(s) Purchaser 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent txx Xxxxxxx'x xgent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a shxxx xx xxxx x cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fxx xxxxxxx xx xaving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty x xxxx xxx xx Xifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent agent, and any subsequent transfer agent, irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having instructing its transfer agent to issue certificates issuedor credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing such amounts and the Warrant Shares issued upon conversion of the Convertible Debentures or exercise of the Warrants as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures or exercise of the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent InstructionsWarrants. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyers, which may be withheld by the Buyer(s) Buyers in its their sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 5 will be given by the Company to its transfer agent agent, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit B to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Law Offices of Eric S. Hutner & Associates as the Company’s its agent for purpose of having certificates issuedcexxxxxxxxxx xxsued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)) that may be owed pursuant to the Registration Rights Agreement. Xxxxx Xxxxxxxx, Esq. Law Offices of Eric S. Hutner & Associates shall be paid a cash fee of Fifty Dollars Five Hundxxx xxxxxxx ($50500) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the xxxx xxx Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s)nominee, for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by (the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”) on the Effective Date. The In the event that the Company proposes to replace its transfer agent, the Company shall not change its provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Agreement signed by the successor transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this AgreementCompany. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 56, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Shares to be issued to the Buyer as and when required by the Investor Registration Rights Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend on any certificate for any Shares issued to the Buyer as and when required by the Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any re-sale of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerSecurities. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will 6 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not be unreasonably withheld by the Buyer(s) in its sole discretion. ), provided that the successor transfer agent has executed the irrevocable transfer agent instructions Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts shares to be issued upon exercise of Convertible Debentures the Warrants as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Company. Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares shares to be issued upon exercise of the Warrants under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares shares to be issued upon exercise of the Warrants prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shares to be issued upon exercise of the Warrants shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesshares to be issued upon exercise of the Warrants. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares shares to be issued upon exercise of the Warrants is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxxred in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxxion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion thax xxx Xxnversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxxred in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxxion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may consent shall not be withheld by the Buyer(s) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion thax xxx Xxnversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent thx Xxxxxxx'x xxent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash shaxx xx xxxx x xash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Note Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant to Notes or the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent exercise of the Buyer(s)Warrants, which as the case may be withheld by the Buyer(s) in its sole discretionbe. Prior to registration of the Conversion Shares under the Securities Act, all such Such certificates shall bear the restrictive a legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (only in the case form of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Legend and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and only to the extent provided in permitted by this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the BuyerPurchaser’s obligations and agreement set forth in Section 5.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shareslaws. If Without limiting the Buyer(sforegoing, if (a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of Purchaser’s Note Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the BuyerPurchaser in order to effect such a transfer or sale. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Purchaser 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 5 5.1 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Article V, that the Buyer(s) Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and order of specific performance requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Preferred Shares or exercise of the Buyer(s)Warrants, which as the case may be withheld by (the Buyer(s) in its sole discretion"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions or to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of such shares the Conversion Shares and the Warrant Shares under the Securities Act1933 Xxx) will xxll be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer’s 's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, in form, scope form and substance customary for opinions of counsel in comparable transactions generally acceptable to the effect Company, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares such Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares or the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer --------------------------- agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon upon, and in accordance with, the conversion of the Convertible Debentures, for interest owed pursuant Preferred Stock and the exercise of the Warrants. Such certificates shall bear a legend only in the form of the Legend and only to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructionsextent permitted by Section 5.1 above. The Company shall not change its warrants that no instruction other than such instructions referred to in this Article V, and no stop transfer agent without instructions other than stop transfer instructions (i) to give effect to Section 2.6 hereof in the express written consent case of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior Conversion Shares prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear (ii) to comply with SEC or court order and (iii) to suspend the restrictive legend specified use of the Company's then effective Registration Statement(s) in Section 2(g) the event an amendment or supplement thereto must be filed in order to make a statement therein not misleading or to correct the omission of this Agreement. The Company warrants that no instruction other than a material fact necessary in order to make the Irrevocable Transfer Agent Instructions referred to statements therein, in this Section 5light of the circumstances under which they were made, and stop transfer instructions to give effect to Section 2(g) hereof (not misleading, but, in the case of this clause (iii), only with respect to transfers under such Registration Statement and only during the Conversion Shares prior to registration pendency of such shares under a "Permitted Blackout" (as defined in the Securities Act) Registration Rights Agreement), will be ------------------ given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s a Purchaser's obligations and agreement set forth in Section 5.1 hereof to comply re-sell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with all such sale or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shareslaws. If the Buyer(sIn addition, if (a) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration of or (b) a resale by Purchaser transfers Securities to an affiliate or pursuant to Rule 144, the Buyer(s) of any Company shall permit the transfer, and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the Buyersuch Purchaser in order to effect such a transfer or sale. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer a Purchaser 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 5 Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Article V, that the Buyer(s) a Purchaser 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.loss

Transfer Agent Instructions. (a) The On the date of this Agreement, the Company shall issue to the Irrevocable Transfer Agent Instructions (and any subsequent transfer agent) irrevocable instructions, in the form heretofore furnished to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose , to issue the Purchase Shares, the Commitment Shares and the Warrant Shares in accordance with the terms of having certificates issuedthis Agreement and the Warrant, registered in as applicable (the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”). All Purchase Shares, Commitment Shares and Warrant Shares to be issued to or for the benefit of the Investor pursuant to this Agreement and the Warrant, as applicable, shall be issued as DWAC Shares. The Company shall not change its transfer agent without represents and warrants to the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants Investor that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares, Commitment Shares and that Warrant Shares, and the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as Company. Certificates and to any other instruments evidencing the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 Securities shall affect in not bear any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesrestrictive or other legend. If the Buyer(s) provides the Company with an opinion of counselInvestor effects a sale, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares is not required under the Securities ActSecurities, the Company shall within two permit the transfer and shall promptly instruct the Transfer Agent (2and any subsequent transfer agent) business days instruct its transfer agent to issue one or more certificates DWAC Shares in such name and in such denominations as specified by the BuyerInvestor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an order and/or 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 cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities ActAct or resale of such Securities under Rule 144, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares the Conversion Shares under the Securities Act) , will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights AgreementDebentures. Nothing in this Section 5 shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(f) hereof not to comply resell the Securities except pursuant to an effective registration statement (and to deliver a prospectus in connection with all such a sale) or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shareslaw. If the Buyer(s) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Actto be sold or transferred may be sold or transferred pursuant to an exemption from registration, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyera Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer a Purchaser 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) a Purchaser 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcxxxxxxxxxxx xxsued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxcasion they act pursuant to the Irrevocable Transfer Agent Instructions. The As long as the Buyer owns at least $100,000 principal amount of the Convertible Debentures issued under this Agreement the Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not to be unreasonably withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Dxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company Buyer shall issue the Irrevocable Transfer Agent Instructions instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. in the form(s) attached hereto as Exhibit 6.7 for the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) Seller or its respective designee(s) or nominee(s), for the Seller Preferred Stock and Seller Conversion Shares representing such amounts of Convertible Debentures Seller Preferred Stock as specified from time to time by the Buyer(s) to the Company Buyer upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages Seller Preferred Stock (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable “Transfer Agent Instructions”). The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company Buyer warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company Buyer to its transfer agent and that the Seller Preferred Stock and Seller Conversion Shares shall otherwise be freely transferable on the books and records of the Company Buyer as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 6.7 shall affect effect in any way the Buyer’s any obligations and agreement agreements to comply with all applicable securities laws upon resale of Conversion Sharesany shares of Buyer Stock. If a holder of the Buyer(s) Seller Preferred Stock provides the Company Buyer with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Seller Conversion Shares is not required under the Securities Actapplicable laws, the Company Buyer shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by Seller, subject only to the Buyerrestrictions stated in the Series G Certificate of Designations, and otherwise herein. The Company Buyer acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Seller by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company Buyer acknowledges that the remedy at law for a breach of its obligations under this Section 5 6.7 will be inadequate inadequate, and hereby agrees, in the event of a breach or threatened breach by the Company Buyer of the provisions of this Section 56.7, that the Buyer(s) Seller 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.

Transfer Agent Instructions. (a) The Company a. Pro Tech shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) a Buyer or its respective nominee(s), for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Buyer to the Company Pro Tech upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages Series A Preferred Shares (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "Pro Tech's Irrevocable Transfer Agent Instructions"). The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all All such certificates shall bear the restrictive legend specified in Section 2(g4(k) of this Agreement. The Company Pro Tech warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 58, and stop transfer instructions to give effect to Section 2(g4(i) hereof (in the case of the Conversion Shares and Warrant Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company Pro Tech to its transfer agent and that the Series A Preferred Shares , the Conversion Shares, the Warrants and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company Pro Tech as and to the extent provided in this Agreement and the Investor Registration Rights AgreementTransaction Documents. Nothing in this Section 5 8 shall affect in any way the such Buyer’s 's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Series A Preferred Shares, Conversion Shares, the Warrant or the Warrant Shares. If the Buyer(s) such Buyer provides the Company Pro Tech with an opinion of counsel, reasonably satisfactory in form, scope form and substance customary for opinions of counsel in comparable transactions to the effect Pro Tech, that registration of a for resale by the Buyer(s) such Buyer of any of the Series A Preferred Shares, Conversion Shares, the Warrant or the Warrant Shares is not required under the Securities 1933 Act, Pro Tech shall permit the Company shall within two (2) business days transfer, subject to the limitations and restrictions set forth in this Agreement and the other Transaction Documents, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company Pro Tech acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the such Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company Pro Tech acknowledges that the remedy at law for a breach of its obligations under this Section 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Pro Tech of the provisions of this Section 58, that the Buyer(s) such Buyer 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. b. NCT shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its respective nominee(s), for the Exchange Shares in such amounts as specified from time to time by the Buyer to NCT upon exchange of the Series A Preferred Shares for NCT Common Stock (the "NCT's Irrevocable Transfer Agent Instructions"). Prior to registration of the Exchange Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 4(l) of this Agreement. NCT warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 8, and stop transfer instructions to give effect to Section 4(j) hereof (prior to registration of such shares under the 0000 Xxx) will be given by NCT to its transfer agent and that the Exchange Shares shall otherwise be freely transferable on the books and records of NCT as and to the extent provided in this Agreement and the NCT Registration Rights Agreement. Nothing in this Section 8 shall affect in any way the Buyer's obligations and agreement to comply with all applicable federal and state securities laws upon resale of the Exchange Shares. If the Buyer provides NCT with an opinion of counsel, reasonably satisfactory in form and substance to NCT, that registration for resale by the Buyer of any of the Exchange Shares is not required under the 1933 Act, NCT shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. NCT acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, NCT acknowledges that the remedy at law for a breach of its obligations under this Section 8 will be inadequate and agrees, in the event of a breach or threatened breach by NCT of the provisions of this Section 8, that the Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Preferred Shares or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares or Warrant Shares prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyereach Purchaser’s obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares. law. (c) If the Buyer(s) any Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(s) of Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or any Purchaser provides the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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 requiredsuch Purchaser.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchasers to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Notes or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares or Warrant Shares prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Purchasers' obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shares. law. (c) If the Buyer(s) provides Purchasers provide the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company's counsel, to the effect that registration of a resale by the Buyer(s) of any Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or the Purchasers provide the Company with reasonable assurances that such Securities may be sold under Rule 144, the Company shall permit the transfer and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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 requiredPurchasers.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcexxxxxxxxxx xxxued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xxxxx occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxJxxxx X. Xxxxxxx XX, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures the Note as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible DebenturesNote, for interest owed pursuant to the Convertible DebentureNotes, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxJxxxx X. Xxxxxxx XX, Esq. P.A. shall be paid a cash fee of Fifty One Hundred Dollars ($50100) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company’s counsel, to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcxxxxxxxxxxx xxsued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xxxxx occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(gSections 4(a) and 4(b) hereof (in the case of the Conversion Shares prior to the registration of such shares and sale under the Securities Act) Act of the Common Stock issuable upon conversion of the Initial Shares, the Additional Shares or the shares of Common Stock issuable upon exercise of the Initial Warrants or the Additional Warrants, will be given by the Company to its the transfer agent and that the Conversion shares of Common Stock issuable upon (i) conversion of, or in lieu of dividend payments on, the Initial Shares or upon exercise of the Initial Warrants, (ii) if the Supplemental Warrant is exercised, the conversion of, or in lieu of dividend payments on the Additional Shares or upon exercise of the Additional Warrants, shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Collective Securities. If the Buyer(s) Purchaser provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares Collective Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall within two (2) business days permit the transfer of the Collective Securities and, in the case of the Common Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. Purchaser shall exercise its right to (i) convert the Initial Shares or to exercise the Initial Warrants or (ii) if the Supplemental Warrant is exercised, to convert the Additional Shares or to exercise the Additional Warrants, by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within five (5) business days thereafter, the original Notice of Conversion (and the related certificates representing the shares of Preferred Stock, as applicable) or Form of Election to Purchase (and the related original Stock Purchase Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any shares of Preferred Stock or upon exercise of any Stock Purchase Warrants (together with the shares of Preferred Stock not so converted or the Stock Purchase Warrants not so exercised) to the Purchaser via express courier as soon as practicable, but in all events no later than five (5) business days after the Conversion Date relating to shares of Preferred Stock or Stock Purchase Warrants (each such delivery date, together with the Dividend Delivery Date referred to in paragraph c below, is referred to herein as a "Delivery Date"). For purposes of this Agreement, any conversion of the Initial Shares, the Additional Shares or the exercise of the Initial Warrants or the Additional Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. The Company will transmit the certificates representing the Common Stock issuable in lieu of dividends payable on any shares of Preferred Stock to the Purchaser via express courier as soon as practicable, but in all events no later than five (5) business days after the dividend payment date applicable to which such Common Stock is delivered (the "Dividend Delivery Date"). d. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of, or in lieu of dividends on, the Initial Shares, the Additional Shares or upon the exercise of the Initial Warrants or the Additional Warrants, provided the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. e. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of, or in lieu of dividend payments on, the Initial Shares or the Additional Shares or upon exercise of the Initial Warrants or the Additional Warrants,the sum of three thousand dollars ($3,000) per day for each (i) one hundred thousand dollars ($100,000) of aggregate Stated Value (as defined in the Certificate of Designations) amount of Initial Shares or Additional Shares that are being converted, or (ii) twenty-five thousand (25,000) shares of Common Stock purchased upon the exercise of Initial Warrants or Additional Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer 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 Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxX. Xxxxxxx XX, Esq. P.A. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and as long as the registration statement relating to the Conversion Shares is effective, that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s its agent for purpose of fxx xxxxxxx xx having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its Compxxx xx xts transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcexxxxxxxxxx xxxued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every xxx xxxxx occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The As long as the Buyer owns at least $100,000 principal amount of the Convertible Debentures the Company shall not change its transfer agent without the express written consent of the Buyer(s), which may not to be withheld by the Buyer(s) in its sole discretionunreasonably withheld. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit H to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"Irrevocable Transfer Agent Instructions"). Xxxxx Xxxxxxxx, Esq. Xxxxxx Xxxxxxxx LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g3(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 58, and stop transfer instructions to give effect to Section 2(g3(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 58, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions --------------------------- irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon proper conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Debentures or exercise of the Buyer(sWarrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities 1933 Act) ), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope substance and substance customary for opinions of counsel in comparable transactions to the effect scope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers 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.

Transfer Agent Instructions. (a) The On the Closing Date, the Company shall issue to the Irrevocable Transfer Agent Instructions (and any subsequent transfer agent) irrevocable instructions, in the form heretofore furnished to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in to issue the name of the Buyer(s) or its respective nominee(s), for Purchase Shares and the Conversion Shares representing such amounts in accordance with the terms of Convertible Debentures as specified from time to time by this Agreement (the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the “Irrevocable Transfer Agent Instructions”). All Purchase Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued in the form of a book entry credit in the Investor’s name. The Company shall not change its transfer agent without represents and warrants to the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants Investor that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 6 will be given by the Company to its transfer agent the Transfer Agent with respect to the Purchase Shares or the Conversion Shares, and that the Purchase Shares and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as Company. Certificates and to any other instruments evidencing the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 Purchase Shares shall affect in not bear any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesrestrictive or other legend. If the Buyer(s) provides the Company with an opinion of counselInvestor effects a sale, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any assignment or transfer of the Purchase Shares or any Conversion Shares is not required under the Securities ActShares, the Company shall within two permit the transfer and shall promptly instruct the Transfer Agent (2and any subsequent transfer agent) business days instruct its transfer agent to issue one or more certificates DWAC Shares, if applicable, in such name and in such denominations as specified by the BuyerInvestor to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebyInvestor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 56, that the Buyer(s) Investor shall be entitled, in addition to all other available remedies, to an order and/or 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 cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Exchange Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion exchange of amounts outstanding under the Note or exercise of the Convertible Debentures, for interest owed pursuant to Warrant (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Exchange Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) SECTION 2.7 of this Agreement. Upon such registration of the Common Shares and the Warrant Shares under the 1933 Act, the Company shall promptly notify the transfer agent that any Common Shares and Warrant Shares issued pursuant to the Note or the Warrant and resold pursuant to the Registration Statement after the effective date of such Registration Statement shall be issued without such restrictive legend. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section Article 5, and stop transfer instructions to give effect to Section 2(g) SECTION 2.6 hereof (in the case of the Conversion Exchange Shares and the Warrant Shares, prior to registration of such shares the Exchange Shares and the Warrant Shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section Article 5 shall affect in any way the Buyer’s 's obligations and agreement agreements set forth in SECTION 2.7 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in a generally acceptable form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any public sale, assignment or transfer of the Conversion Shares is not required Securities may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Exchange Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 Article 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section Article 5, that the Buyer(s) Buyer shall be entitled, in addition to all other available remedies, to an order and/or 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.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as EXHIBIT C to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s their agent for purpose xxx xxx xxxxxxe of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of x xxxx xxx xx Xwo Hundred Fifty Dollars ($50250) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, reasonably satisfactory in form, scope and substance customary for opinions of counsel in comparable transactions to the effect Company, that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer and, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Purchaser or its respective nominee(s), for the Conversion Common Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Purchaser to the Company upon conversion issuance of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined Common Shares in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee form of Fifty Dollars Exhibit D attached hereto ($50) for every occasion they act pursuant to the "Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Common Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 3.7 will be given by the Company to its transfer agent and that the Conversion Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 3.7 shall affect in any way the Buyer’s each Purchaser's obligations and agreement agreements set forth in Section 6.1 to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion the Common Shares. If the Buyer(s) a Purchaser provides the Company with an opinion of counsel, in forma form reasonably acceptable to the Company and its counsel, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any public sale, assignment or transfer of the Conversion Common Shares is not required may be made without registration under the Securities ActAct or the Purchaser provides the Company with reasonable assurances that the Common Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall within two (2) business days permit the transfer, and, in the case of a transfer of the Common Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by the Buyersuch Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder under this Section 3.7 will cause irreparable harm to the Buyer Purchasers 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 5 3.7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 53.7, that the Buyer(s) Purchasers shall be entitled, in addition to all other available remedies, to an order and/or 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. in the form attached hereto as Exhibit C for the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares (as such term is defined in the Debenture) representing such amounts of Convertible Debentures Securities as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible DebenturesSecurities, for interest owed pursuant to the Convertible DebentureSecurities, and for any and all Liquidated Damages (as this such term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall Third Debenture) or other amount that may be paid a cash fee of Fifty Dollars payable under the Transaction Documents. ($50b) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g. (c) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) 5 will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. . (d) Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. . (e) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) A. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, Article V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Conversion Shares prior Common Stock pursuant to an effective Securities Act registration of such shares under the Securities Act) will statement shall be given by the Company to its transfer agent for the Common Stock and that the Conversion Shares, the Dividend Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharessuch Common Stock. If the Buyer(s) If, at any time, Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a the resale by the Buyer(s) Buyer of any of the Conversion Shares such Common Stock is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Common Stock and promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon. B. Buyer shall have the right to convert the Preferred Shares by telecopying an executed and completed Notice of Conversion (as defined in such name the Certificate of Designation) to the Company. Each date on which a Notice of Conversion is telecopied to and in such denominations as specified received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date (as defined in the Certificate of Designation). The Company acknowledges that a breach shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of any Preferred Shares (together with certificates evidencing any Preferred Shares not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "DELIVERY DATE"). Within 15 days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company a certificate or certificates evidencing the Preferred Shares being converted. C. Buyer shall have the right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with its applicable terms of the Warrants. The last date that the Buyer(s) Company may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "WARRANT DELIVERY DATE." D. The Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash dividends on the Preferred Shares or upon the conversion of the Preferred Shares or exercise of the Warrants beyond the applicable Dividend Payment Due Date (as defined in the Certificate of Designation), Delivery Date or Warrant Delivery Date could result in economic loss to Buyer. As compensation to Buyer for such loss (and not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable in lieu of cash dividends on the Preferred Shares or upon conversion of the Preferred Shares or exercise of the Warrants in accordance with the following schedule (where "NO. BUSINESS DAYS" is defined as the number of business days beyond five days from the Dividend Payment Due Date, the Delivery Date or the Warrant Delivery Date, as applicable): COMPENSATION FOR EACH 10 SHARES OF PREFERRED SHARES NOT CONVERTED TIMELY OR 500 SHARES OF COMMON STOCK ISSUABLE IN PAYMENT OF DIVIDENDS OR UPON EXERCISE OF NO. BUSINESS DAYS WARRANTS NOT ISSUED TIMELY ----------------- ---------------------------------- 1 $ 25 2 50 3 75 4 100 5 125 6 150 7 175 8 200 9 225 10 250 more than 10 $250 + $100 for each Business Day Late beyond 10 days The Company shall pay to Buyer the compensation described above by the transfer of immediately available funds upon Buyer's demand. Nothing herein shall limit Buyer's right to pursue actual damages for the Company's failure to issue and deliver Common Stock to Buyer. In addition to any other remedies which may be available to Buyer, in the event the Company fails for any reason to deliver such shares of Common Stock within five business days after the relevant Dividend Payment Due Date, Delivery Date or Warrant Delivery Date, as applicable, Buyer shall be entitled, in addition entitled to all other available remedies, rescind the relevant Notice of Conversion or exercise of Warrants by delivering a notice to an injunction restraining any breach such effect to the Company whereupon the Company and requiring immediate issuance and transfer, without the necessity Buyer shall each be restored to their respective original positions immediately prior to delivery of showing economic loss and without any bond or other security being requiredsuch Notice of Conversion on delivery.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent for Comxxxx'x xxxxx xor purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee pxxx x xxxx xxx of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without other than as provided in the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxxxred in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion fxx xxxxx xxxxxion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion xxx Xxxversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedxxxxxxxxxxxx xssued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xvery occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent for purpose ixx xxxxx xxx xxrpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company xxx Xxxpany to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as to issue certificates (subject to the Company’s agent for purpose of having certificates issuedlegend and other provisions hereof and in the Notes and the Warrants), registered in the name of the Buyer(s) each Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) such Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Notes or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . (b) The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares or Warrant Shares prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act) will Act or without an exemption therefrom, shall be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s each Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale law. (c) If any Purchaser provides the Company and the transfer agent with an opinion of Conversion Shares. If counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the Buyer(s) effect that the Securities have been sold or transferred pursuant to an exemption from registration, or any Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by such Securities may be sold under Rule 144(k), the Buyer(s) of any Company shall permit the transfer and, in the case of the Conversion Shares is not required under the Securities Actand Warrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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 requiredsuch Purchaser.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyer(s) or its/their assigns for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer(s). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer(s) 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an {00079355.10 / 0860-108} 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.

Transfer Agent Instructions. (a) The Company shall issue warrants that, with respect to the Irrevocable Transfer Agent Instructions Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name no instructions inconsistent with instructions to issue Common Stock from time to time upon exercise of the Buyer(s) Warrant or its respective nominee(s)conversion of the Note , for the Conversion Shares representing if applicable, in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Company to the Company upon conversion of the Convertible Debenturestransfer agent, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares Agreement prior to registration of such shares the Shares under the Securities 1933 Act) will , registered in the name of the Buyer or its nominee and in such denominations to be given specified by the Company to its transfer agent and that Holder in connection with each exercise of the Conversion Warrant or conversion of the Note , if applicable,. Except as so provided, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreementother Transaction Agreements. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities 1933 Act, the Company shall within two (except as provided in clause (2) business days of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Warrant Shares and shares issuable upon conversion of the Note, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. Subject to the provisions of this Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company acknowledges understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date (as defined in the Warrant) could result in economic loss to the Buyer. As compensation to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyfor such loss, the Company acknowledges that agrees to pay late payments to the remedy at law Buyer for a breach late issuance of its obligations Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading. Days after the Delivery Date): (2) Late Payment For Each $10,000 of Exercise Price of Warrant Being No. Business Days Late Exercised ------------------------------------------------------------------------ 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company Shall pay any payments incurred under this Section 5 will in immediately available funds upon demand as the Buyer's exclusive remedy (other than the following provisions of this Section 5(c)) for such delay. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Buyer, in the event that the Company fails for any reason to effect delivery, of such shares of Common Stock by close of business on the tenth Trading Day after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by delivering a notice to such effect to the Company, whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Exercise; provided, however, that an amount equal to any payments contemplated by this Section 5(c) which have accrued through the date of such revocation notice shall remain due and owing to the Exercising Holder notwithstanding such revocation. (ii) If, by the close of business on the fifth Trading Day after the Delivery Date, the Company fails for any reason to deliver the Shares to be issued upon exercise of the Warrant and after such fifth Trading Day, the Holder of the Warrant being exercised (an "Exercising Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a breach or threatened breach sale of Common Stock by the Company of Exercising Holder (the provisions of this Section 5"Sold Shares"), that which delivery such Exercising Holder anticipated to make using the Buyer(s) Shares to be issued upon such exercise (a "Buy-In"), the Exercising Holder shall be entitledhave the right, 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.addition

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities ActAct or the date on which the Conversion Shares or the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreementthe Note or Warrants as applicable. The Company warrants that that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Transfer Agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares or Warrant Shares to be issued to the Buyer upon conversion/exercise of or otherwise pursuant to the Note or the Warrant, respectively, as and when required by the Note, the Warrant or this Agreement; and (iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares or any Warrant Shares as contemplated by the terms of this Agreement, the Note and the Warrant, as applicable. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel, counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by under the Buyer(sSecurities Act and such sale or transfer is effected or (ii) of any the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares is not required under and the Securities ActWarrant Shares, the Company shall within two (2) business days promptly instruct its transfer agent Transfer Agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit C to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having fxx xxxxxxx xx xaving certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)) that may be owed pursuant to the Registration Rights Agreement. Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty x xxxx xxx xx Xifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Comxxxx xx its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as and any subsequent transfer agent in a form acceptable to each of the Company’s agent for purpose of having Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates issuedor credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares, the Interest Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed Notes or other issuance pursuant to the Convertible Debenture, and for any and all Liquidated Damages terms of the Notes or the exercise of the Warrants (as this term is defined in the Investor Registration Rights Agreementcase may be). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act5(b) will be given by the Company to its transfer agent with respect to the Securities, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion SharesCompany. If the Buyer(s) provides the Company with an opinion of counsela Buyer effects a sale, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any assignment or transfer of the Conversion Shares is not required under the Securities ActSecurities, the Company shall within two (2) business days permit the transfer and, to the extent applicable, shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by the Buyersuch Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated herebyeach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55(b), that the Buyer(s) each Buyer shall be entitled, in addition to all other available remedies, to an order and/or 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 cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent to the extent requested by such transfer agent. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedxxxxxxxxxxxx xssued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xccasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without unless the express written consent of the Buyer(s), which may subsequent transfer agent agrees to be withheld bound by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(gSections 4(a) and 4(b) hereof (prior to the registration and sale of the Securities in the case of manner contemplated by the Conversion Shares prior to registration of such shares under the Securities Act) Registration Rights Agreement, will be given by the Company to its the transfer agent and that the Conversion Shares shares of Common Stock issuable upon exercise of the Warrants shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Securities. If the Buyer(s) Purchaser provides the Company with an opinion of counsel, in form, scope counsel reasonably satisfactory (as to both the identity of such counsel and substance customary for opinions the content of counsel in comparable transactions such opinion) to the effect Company and its counsel that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall within two (2) business days permit the transfer of the Securities and, in the case of the Common Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. The Company will permit the Purchaser to exercise its right to exercise the Warrants by faxing an executed and completed Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Form of Election to Purchase (and the Warrant) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Form of Election to Purchase is faxed to the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon exercise of the to the Purchaser via express courier as soon as practicable, but in all events no later than five (5) business days in the case of the exercise of the Warrant after the Conversion Date (the "Delivery Date"). For purposes of this Agreement, any exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. In lieu of delivering physical certificates representing the Common Stock issuable upon the exercise of the Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. d. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon exercise of the Warrants the sum of $2,500 per day for any or all shares of Common Stock purchased upon the exercise of the Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer 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 Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Davxx Xxxxxxxx, EsqXsq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Davxx Xxxxxxxx, EsqXsq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedcertxxxxxxxx xxxxxd, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion fxx xxxxx xxxxxion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s its agent for purpose of having certificates issuedcertificatxx xxxxxx, registered xxxxstered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($5000) for every xxx xvery occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the txxx xxx Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as the Company’s agent for purpose of having certificates issuedand any subsequent transfer agent, to issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s), for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Preferred Shares or exercise of the Buyer(sWarrants (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5Instructions, and stop transfer instructions permitted by the Irrevocable Transfer Agent Instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the each Buyer’s 's obligations and agreement agreements set forth in Section 2(g) to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, in a generally acceptable form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares such Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyersuch Buyer and without any restrictive legends. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s xx xxx Xxxxxny's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid xxxxx xx xxxd a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Investor or his or its respective nominee(s)nominee, for the Conversion Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Investor to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preferred Shares in accordance with the Convertible Debenture, and for any and all Liquidated Damages terms thereof (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the 1933 Act (and until the Company has received the opinion of Qualifying Investor Counsel that legends may be removed prior to sale under the registration statement) or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Actas of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g2(f) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares Shares, prior to registration of such shares the Conversion Shares under the 1933 Act (with the limitation stated above) or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities Act) as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Investor's obligations and agreement set forth in Section 2(f) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale re-sale of Conversion Sharesthe Securities. If the Buyer(s) an Investor provides the Company with (i) an opinion of counsel, Qualifying Investor Counsel in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the 1933 Act and such sale or transfer is effected or (ii) the Investor provides an opinion of Qualifying Investor Counsel or other reasonable assurances that the Securities Actcan be sold pursuant to Rule 144, and, in the case that the Securities can be sold under Rule 144 but not paragraph (k), that a sale or transfer has occurred in accordance with Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyersuch Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Investors, by vitiating the intent and purpose of the transaction transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Investors 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.

Transfer Agent Instructions. (a) A. The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Company Exchange Shares and/or Conversion Shares prior pursuant to an effective Securities Act registration of such shares under the Securities Act) statement will be given by the Company to its transfer agent for the Company Exchange Shares and/or Conversion Shares and that the Company Exchange Shares and the Conversion Shares issuable upon conversion of the Preferred Stock otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of such Company Exchange Shares and/or Conversion Shares. If the Buyer(s) If, at any time, Buyer or Tadeo provides the Company with xxxx an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a the resale by the Buyer(s) Buyer and Tadeo of any of the such Company Exchaxxx Xhares and/or Conversion Shares is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Company Exchange Shares and/or Conversion Shares and, promptly instruct its the Company's transfer agent to issue one or more certificates for Company Common Stock without any restrictive legends endorsed thereon. B. Tadeo undertakes and agrxxx xxxx no instructions other than the instructions referred to in this Section V and customary stop transfer instructions prior to the registration and sale of the Tadeo Exchange Shares pursuxxx xo an effective Securities Act registration statement will be given to its transfer agent for Tadeo Exchange Shares and txxx xhe Tadeo Exchange Shares otherxxxx shall be freely transferable on the books and records of Tadeo as and to the extent xxxxxded in this Agreement and applicable law. Nothing contained in this Section V.B. shall affect in any way the Company's obligations and agreement to comply with all applicable securities laws upon resale of such name Tadeo Exchange Shares. If, xx xxy time, Company provides Tadeo with an opinion of coxxxxx reasonably satisfactory to Tadeo that registration of xxx xesale by Company of such Tadeo Exchange Shares is nox xxxuired under the Securities Act and in that the removal of restrictive legends is permitted under applicable law, the Tadeo shall permit the tranxxxx of such denominations as specified Tadeo Exchange Shares and, xxxxxtly instruct Tadeo's transfer agent to ixxxx xxe or more certificates for Tadeo Common Stock without xxx xestrictive legends endorsed thereon. C. The Company shall permit Buyer to exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach shall transmit the certificates evidencing the shares of Company Common Stock issuable upon conversion of any Preferred Stock (together with certificates evidencing any Preferred Stock not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "Delivery Date"). Within five business days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Stock being converted. Buyer shall indemnify the Company for any damages to third parties as a result of a claim by such third party to ownership of the Preferred Stock converted prior to receipt of the Preferred Stock by the Company. D. The Company understands that a delay in the Buyer(s) shall be entitled, issuance of the shares of Company Common Stock upon the conversion of the Preferred Stock could result 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 to Buyer. As compensation to Buyer for such loss (and without any bond or other security being required.not as a penalty), the Company agrees to pay to Buyer for late issuance of Company Common Stock issuable upon conversion of the Preferred Stock in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five (5) days from the Delivery Date):

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of having certificates issuedcertificatex xxxxxx, registered xxxxxxered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxxsion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the Conversion thax xxx Xxnversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s agent for purpose of its agenx xxx xxxxxxx xf having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company Xxxxxxx to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent the Transfer Agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of providinx xxxxxxxxxxx to the Transfer Agent pursuant to the terms of the Irrevocable Transfer Agent Instructions in connection with having certificates issued, registered in the name of the Buyer(s) Buyers or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyers to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every xxx xxxxx occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without unless the express written consent of the Buyer(s), which may subsequent transfer agent agrees to be withheld bound by the Buyer(s) in its sole discretionIrrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyers provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyers of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyers 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.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit D to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures Series B Preferred Shares as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Series B Preferred Shares (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to its transfer agent and that the xxx xxxx xxx Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, reasonably satisfactory in form, scope form and substance customary for opinions of counsel in comparable transactions to the effect Company, that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as EXHIBIT C to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of xxx xxxxxxx xx having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Debentures (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of x xxxx xxx xx Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Coxxxxx xx its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Xxxxxxxx PC as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Xxxxxxxx PC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act0000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue warrants that, with respect to the Irrevocable Transfer Agent Instructions Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name no instructions inconsistent with instructions to issue Common Stock from time to time upon exercise of the Buyer(s) Warrant or its respective nominee(s)conversion of the Note , for the Conversion Shares representing if applicable, in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Company to the Company upon conversion of the Convertible Debenturestransfer agent, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear bearing the restrictive legend specified in Section 2(g4(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares Agreement prior to registration of such shares the Shares under the Securities 1933 Act) will , registered in the name of the Buyer or its nominee and in such denominations to be given specified by the Company to its transfer agent and that Holder in connection with each exercise of the Conversion Warrant or conversion of the Note , if applicable,. Except as so provided, the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreementother Transaction Agreements. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Securities. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities 1933 Act, the Company shall within two (except as provided in clause (2) business days of Section 4(a) of this Agreement) permit the transfer of the Securities and, in the case of the Warrant Shares and shares issuable upon conversion of the Note, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer. Subject to the provisions of this Agreement, the Company will permit the Buyer to exercise the Warrant in the manner contemplated by the Warrant. (i) The Company acknowledges understands that a breach by it delay in the issuance of its obligations hereunder will cause irreparable harm the Shares of Common Stock beyond the Delivery Date (as defined in the Warrant) could result in economic loss to the Buyer. As compensation to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyfor such loss, the Company acknowledges that agrees to pay late payments to the remedy at law Buyer for a breach late issuance of its obligations Shares upon exercise in accordance with the following schedule (where "No. Business Days Late" refers to the number of Trading Days which is beyond two (2) Trading Days after the Delivery Date): (2) Late Payment For Each $10,000 of Exercise Price of Warrant Being No. Business Days Late Exercised -------------------------------------------------------------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 >10 $1,000 + $200 for each Business Day Late beyond 10 days The Company shall pay any payments incurred under this Section 5 will in immediately available funds upon demand as the Buyer's exclusive remedy (other than the following provisions of this Section 5(e)) for such delay. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Buyer, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the tenth Trading Day after the Delivery Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by delivering a notice to such effect to the Company, whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to delivery of such Notice of Exercise; provided, however, that an amount equal to any payments contemplated by this Section 5(c) which have accrued through the date of such revocation notice shall remain due and owing to the Exercising Holder notwithstanding such revocation. (ii) If, by the close of business on the fifth Trading Day after the Delivery Date, the Company fails for any reason to deliver the Shares to be issued upon exercise of the Warrant and after such fifth Trading Day, the Holder of the Warrant being exercised (an "Exercising Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a breach or threatened breach sale of Common Stock by the Company of Exercising Holder (the provisions of this Section 5"Sold Shares"), that which delivery such Exercising Holder anticipated to make using the Buyer(s) Shares to be issued upon such exercise (a "Buy-In"), the Exercising Holder shall be entitledhave the right, 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.--------------------

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s 's agent for purpose of having certificates issuedxxxxxxxxxxxx xssued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xccasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP as the Company’s its agent for purpose of xxx xxxxxxx xx having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. Butler Gonzalez LLP shall be paid a cash fee of x xxxx xxx xx Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities 1933 Act) will be given by the Company to Coxxxxx xx its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities 1933 Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxxagent, Esq. as in a form satisfactory to the Company’s agent for purpose of having certificates issuedPurchasers, to issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Common Shares representing in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company Purchaser upon conversion or exercise of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement)Preferred Shares. Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such Such certificates shall bear the restrictive legend specified in Legend only to the extent provided by Section 2(g) of this Agreement7.1 above. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5Article VII, and stop transfer instructions to give effect to Section 2(g) 4.6 hereof (in the case of the Conversion Common Shares prior to registration of such shares the Common Shares under the Securities Act) Act or "black-out" periods as provided in the Registrations Rights Agreement between the Company and the Purchasers, dated of the date hereof, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights AgreementCompany. Nothing in this Section 5 shall affect in any way the Buyer’s Purchasers' obligations and agreement set forth in Section 7.1 hereof to comply resell the Securities pursuant to an effective registration statement and to deliver a prospectus as required in Section 7.1 in connection with all such sale or in compliance with an exemption from the registration requirements of applicable securities laws upon resale of Conversion Shareslaws. If the Buyer(s(a) a Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company and its counsel, 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 Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of a resale by the Buyer(s) of any of the Conversion Shares is not required Regulation D under the Securities Act) and which delivers to the Company in written form the same representations, warranties and covenants made by such Purchaser hereunder or pursuant to Rule 144, the Company shall within two (2) business days permit the transfer, and, in the case of the Common Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations denomination as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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 requiredPurchaser.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its their respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxGottbetter & Partners, Esq. LLP shall be paid a cash fee of One Hundred Fifty Dollars ($50150) by the Buyer(s) or its/their assigns for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its their sole discretion. The successor transfer agent shall be required to execute the Irrevocable Transfer Agent Instructions. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, and absent manifest error in such opinion, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the BuyerBuyer(s). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyer(s) 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) a. The Company shall issue the Irrevocable Transfer Agent Instructions to instruct its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) Purchaser or its respective nominee(s)nominee, for the Conversion Shares representing and the Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Purchaser to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent Preferred Shares or exercise of the Buyer(s)Warrants, which may be withheld by as applicable. To the Buyer(sextent and during the periods provided in Sections 2(f) in its sole discretion. Prior to registration and 2(g) of the Conversion Shares under the Securities Actthis Agreement, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. . b. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the transfer of the Conversion Shares and the Warrant Shares, as applicable, prior to registration of such shares thereof under the Securities Act) Act or without an exemption therefrom, will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement Agreement, the Certificate of Designation, the Warrants and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all resell the Securities pursuant to an effective registration statement or under an exemption from the registration requirements of applicable securities laws upon resale of law. c. If (i) (A) the Conversion Shares and the Warrant Shares. If , as applicable, have been registered under the Buyer(sSecurities Act as contemplated by the Registration Rights Agreement, or (B) the Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion of counsel shall be in form, substance and scope and substance customary for opinions of counsel in comparable transactions transactions, to the effect that registration of a resale by the Buyer(sSecurities to be sold or transferred may be sold or transferred pursuant to an exemption from registration, or (C) of any of the Purchaser provides the Company with reasonable assurances that such Securities may be sold under Rule 144, and (ii) (A) the Purchaser has delivered to the Company certificates representing the Conversion Shares is not required under and/or Warrant Shares, as applicable, along with a written request for the Securities Actremoval of any restrictive legend set forth thereon or (B) in the case of the conversion by the Purchaser of the Preferred Shares or the exercise by the Purchaser of the Warrants, the Purchaser has complied with the procedures for conversion set forth in Article IV of the Certificate of Designation and the procedures for exercise set forth in the Warrants, the Company shall within two (2) business days permit the transfer and promptly instruct its transfer agent to issue one or more certificates the Conversion Shares and/or Warrant Shares, as applicable, in such name and in such denominations as specified by the BuyerPurchaser. The If the Company's transfer agent is participating in the Depository Trust Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly("DTC") Fast Automated Securities Transfer program, the Company acknowledges that shall cause its transfer agent to electronically transmit the remedy at law for Conversion Shares and/or Warrant Shares, as applicable, to the Purchaser or its transferee by crediting the account of the Purchaser or its transferee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a breach DTC Transfer are not satisfied, the Company shall deliver to the Purchaser or its transferee physical certificates representing the Conversion Shares and/or Warrant Shares, as applicable, which certificates shall not bear any legend restricting transfer of the Conversion Shares and/or Warrant Shares represented thereby. Further, a Purchaser may instruct the Company to deliver to the Purchaser or its obligations under this Section 5 will be inadequate and agreestransferee unlegended physical certificates representing the Conversion Shares and/or Warrant Shares, as applicable, in the event lieu of a breach or threatened breach delivering such shares by way of DTC Transfer. d. If the Company of fails (a "Legend Removal Failure") to deliver such unlegended Conversion Shares and/or Warrant Shares to the provisions of this Purchaser or its transferee in accordance with Section 5(c) within five (5) business days after the conditions to such delivery have been satisfied (the "Legend Removal Period"), that then the Buyer(s) Company shall be entitled, in addition pay to all other available remedies, to the Purchaser 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.amount equal to:

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Dxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) Buyer or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyer, which may be withheld by the Buyer(s) Buyer in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Buyer of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) Buyer 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent agent, subject to the terms and conditions set forth in such instructions, for the purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s its agent for purpose of having certificates issuedxxxxxx, registered xxxxxtered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion xxx xxxxx xxxasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. a. The Company warrants that no instruction instruction, other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, 5 and stop transfer instructions to give effect to Section 2(gSections 4(a) and 4(b) hereof (in the case of the Conversion Shares prior to the registration of such shares and sale under the Securities Act) Act of the Common Stock issuable upon conversion of the Shares or the shares of Common Stock issuable upon exercise of the Warrants, will be given by the Company to its the transfer agent and that the Conversion shares of Common Stock issuable upon conversion of, or in lieu of dividend payments on, the Shares or upon exercise of the Warrants, shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing in this Section 5 shall affect in any way the Buyer’s Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharesthe Collective Securities. If the Buyer(s) Purchaser provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) Purchaser of any of the Conversion Shares Collective Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall within two (2) business days permit the transfer of the Collective Securities and, in the case of the Common Stock, promptly instruct its the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name names and in such denominations as specified by the BuyerPurchaser. b. Purchaser shall exercise its right to convert the Shares or to exercise the Warrants by faxing an executed and completed Notice of Conversion or Form of Election to Purchase, as applicable, to the Company, and delivering within three (3) business days thereafter, the original Notice of Conversion (and the related certificates representing the shares of Preferred Stock, as applicable) or Form of Election to Purchase (and the related original Stock Purchase Warrants) to the Company by hand delivery or by express courier, duly endorsed. Each date on which a Notice of Conversion or Form of Election to Purchase is faxed in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will transmit the certificates representing the Common Stock issuable upon conversion of any shares of Preferred Stock or upon exercise of any Stock Purchase Warrants (together with the shares of Preferred Stock not so converted or the Stock Purchase Warrants not so exercised) to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days after the Conversion Date relating to shares of Preferred Stock or Stock Purchase Warrants (each such delivery date, together with the Dividend Delivery Date referred to in paragraph c below, is referred to herein as a "Delivery Date"). For purposes of this Agreement, any conversion of the Shares or the exercise of the Warrants shall be deemed to have been made immediately prior to the close of business on the Conversion Date. c. The Company will transmit the certificates representing the Common Stock issuable in lieu of dividends payable on any shares of Preferred Stock to the Purchaser via express courier as soon as practicable, but in all events no later than three (3) business days after the dividend payment date applicable to which such Common Stock is delivered (the "Dividend Delivery Date"). d. In lieu of delivering physical certificates representing the Common Stock issuable upon the conversion of, or in lieu of dividends on, the Shares or upon the exercise of the Warrants, provided the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program, on the written request of the Purchaser, who shall have previously instructed the Purchaser's prime broker to confirm such request to the Company's transfer agent, the Company shall cause its transfer agent to electronically transmit such Common Stock to the Purchaser by crediting the account of the Purchaser's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable Delivery Date. e. The Company understands that a delay in the issuance of Common Stock beyond the applicable Delivery Date could result in an economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Company agrees to pay to the Purchaser for late issuance of Common Stock upon conversion of, or in lieu of dividend payments on, the Shares or upon exercise of the Warrants, the sum of five thousand dollars ($5,000) per day for each (i) one hundred thousand dollars ($100,000) of aggregate Stated Value (as defined in the Certificate of Designations) amount of Shares that are being converted, or (ii) twenty-five thousand (25,000) shares of Common Stock purchased upon the exercise of Warrants. The Company acknowledges shall pay any payments that a breach by it of its obligations hereunder will cause irreparable harm are payable to the Buyer 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 Purchaser pursuant to this Section 5 will in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to so issue and deliver Common Stock to the Purchaser. Furthermore, in addition to any other remedies which may be inadequate and agreesavailable to the Purchaser, in the event of a breach or threatened breach by that the Company fails for any reason to effect delivery of such Common Stock within five (5) business days after the provisions relevant Delivery Date, the Purchaser will be entitled to revoke the relevant Notice of Conversion or Form of Election to Purchase by delivering a notice to such effect to the Company, whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Form of Election to Purchase. For purposes of this Section 5, that "business day" shall mean any day in which the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without financial markets of New York are officially open for the necessity conduct of showing economic loss and without any bond or other security being requiredbusiness therein.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedinstructing the Transfer Agent to issue certificates, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) Buyer and the Company are in compliance with all applicable federal and state securities laws and Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s 's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Dxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a1) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, undertakes and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants agrees that no instruction other than the Irrevocable Transfer Agent Instructions instructions referred to in this Section 5, V and customary stop transfer instructions prior to give effect to Section 2(g) hereof (in the case registration and sale of the Conversion Shares prior Common Stock pursuant to an effective Securities Act registration of such shares under the Securities Act) statement will be given by the Company to its transfer agent for the Common Stock and that the Conversion Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and the Investor Registration Rights Agreementapplicable law. Nothing contained in this Section 5 V.A. shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Sharessuch Common Stock. If the Buyer(s) If, at any time, Buyer provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions reasonably satisfactory to the effect Company and its counsel that registration of a the resale by the Buyer(s) Buyer of any of the Conversion Shares such Common Stock is not required under the Securities ActAct and that the removal of restrictive legends is permitted under applicable law, the Company shall within two (2) business days permit the transfer of such Common Stock and, promptly instruct its the Company's transfer agent to issue one or more certificates in such name for Common Stock without any restrictive legends endorsed thereon. (2) The Company shall permit Buyer to exercise its right to convert the Preferred Shares by telecopying an executed and in such denominations as specified completed Notice of Conversion to the Company. Each date on which a Notice of Conversion is telecopied to and received by the BuyerCompany in accordance with the provisions hereof shall be deemed a Conversion Date. The Company acknowledges that a breach shall transmit the certificates evidencing the shares of Common Stock issuable upon conversion of any Preferred Shares (together with certificates evidencing any Preferred Shares not being so converted) to Buyer via express courier, by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordinglyelectronic transfer or otherwise, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach within five business days after receipt by the Company of the provisions Notice of this Section 5Conversion (the "Delivery Date"). Within 30 days after Buyer delivers the Notice of Conversion to the Company, Buyer shall deliver to the Company the Preferred Shares being converted. (3) The Company shall permit Buyer to exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with its applicable terms of the Warrants. The last date that the Buyer(sCompany may deliver shares of Common Stock issuable upon any exercise of Warrants is referred to herein as the "Warrant Delivery Date." (4) shall be entitledThe Company understands that a delay in the issuance of the shares of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon the conversion of the Preferred Shares or exercise of the Warrants beyond the applicable Dividend Payment Due Date (as defined in addition to all other available remediesthe Certificate of Amendment), to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing Delivery Date or Warrant Delivery Date could result in economic loss to Buyer. As compensation to Buyer for such loss (and without any bond not as a penalty), the Company agrees to pay to Buyer for late issuance of Common Stock issuable in lieu of cash dividends on the Preferred Shares, upon conversion of the Preferred Shares or other security being required.exercise of the Warrants in accordance with the following schedule (where "No. Business Days" is defined as the number of business days beyond five (5) days from the Dividend

Transfer Agent Instructions. (a) The Company shall issue irrevocable instructions in the Irrevocable Transfer Agent Instructions form attached hereto as Exhibit C to its transfer agent irrevocably appointing Xxxxx Dxxxx Xxxxxxxx, Esq. as the Company’s its agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures Series E Preferred Stock as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Series E Preferred Stock (the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement"Irrevocable Transfer Agent Instructions"). Xxxxx XxxxxxxxYorkville Advisors Management, Esq. LLC shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act1000 Xxx) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Irrevocable Transfer Agent Instructions among the Company, the Buyer, and Interwest Transfer Company, Inc. (the “Transfer Agent”) shall remain in effect and shall apply to the Convertible Debentures on the same terms as they applied to the Existing Debentures. The Company shall issue notify the Transfer Agent in writing promptly after the Closing that the Existing Debentures have been exchanged for the Convertible Debentures and shall execute any documents required by the Transfer Agent to ensure that the terms of the Irrevocable Transfer Agent Instructions shall be applicable on the same terms to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) they were to the Company upon conversion of the Convertible Existing Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s)Buyers, which may be withheld by the Buyer(s) Buyers in its their sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect pursuant to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent Transfer Agent, and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreementother Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall promptly instruct Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Transfer Agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx appointing, subject to Section 5(b) of this Agreement, Dxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose purposes of having certificates to be issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may consent shall not be withheld by the Buyer(s) in its sole discretionunreasonably withheld, delayed or conditioned. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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. (b) Upon the occurrence and continuation of an Event of Default (as defined in the Convertible Debentures), the Buyer(s) shall provide written notice (the “Notice of Appointment”) to the Company that an Event of Default has occurred and is continuing and upon delivery of the Notice of Appointment Dxxxx Xxxxxxxx, Esq. shall thereafter be deemed to be irrevocably appointed the Company’s agent for the purposes enumerated in the Irrevocable Transfer Agent Instructions and authorized to act in accordance therewith.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions irrevocable instructions to its transfer agent irrevocably appointing Xxxxx Xxxxxxxx, Esq. as the Company’s agent for purpose of having certificates issuedto issue certificates, registered in the name of the Buyer(s) each Buyer or its respective nominee(s)nominee, for the Conversion Shares representing and Warrant Shares in such amounts of Convertible Debentures as specified from time to time by the Buyer(s) each Buyer to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to Preferred Shares or exercise of the Convertible Debenture, and for any and all Liquidated Damages Warrants in accordance with the terms therewith (as this term is defined in the Investor Registration Rights Agreement). Xxxxx Xxxxxxxx, Esq. shall be paid a cash fee of Fifty Dollars ($50) for every occasion they act pursuant to the "Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s"), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares and Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares the Conversion Shares and Warrant Shares under the Securities 1933 Act) ), will be given by the Company to its transfer agent and that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable securities laws prospectus delivery requirements, if any, upon resale of Conversion Sharesthe Securities. If the Buyer(s) a Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in form, scope substance and substance customary for opinions of counsel in comparable transactions to the effect scope, that registration of a resale by the Buyer(s) such Buyer of any of the Conversion Shares Securities is not required under the Securities 1933 Act, the Company shall within two (2) business days permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer Buyers, 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5Section, that the Buyer(s) Buyers 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.

Transfer Agent Instructions. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent irrevocably appointing Xxxxx XxxxxxxxDavid Gonzalez, Esq. as the Company’s xxx Xxxxxxx's agent for purpose of having certificates issued, registered in the name of the Buyer(s) or its respective nominee(s), for the Conversion Shares representing such amounts of Convertible Debentures as specified from time to time by the Buyer(s) to the Company upon conversion of the Convertible Debentures, for interest owed pursuant to the Convertible Debenture, and for any and all Liquidated Damages (as this term is defined in the Investor Registration Rights Agreement). Xxxxx XxxxxxxxDavid Gonzalez, Esq. shall be paid a cash shaxx xx xxxx x xash fee of Fifty Dollars ($50) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions. The Company shall not change its transfer agent without the express written consent of the Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Investor Registration Rights Agreement. Nothing in this Section 5 shall affect in any way the Buyer’s 's obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. If the Buyer(s) provides the Company with an opinion of counsel, in form, scope and substance customary for opinions of counsel in comparable transactions to the effect that registration of a resale by the Buyer(s) of any of the Conversion Shares is not required under the Securities Act, the Company shall within two (2) business days instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) 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.