Common use of Transfer Agent Instructions Clause in Contracts

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that 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. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E D attached hereto (the ““ Irrevocable Transfer Agent InstructionsInstructions ”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that 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. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant theWarrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the such Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13 , that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser of the Purchasers or its respective nominee(s), for the Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion issuance of the Notes Shares or exercise of the Warrants in the form of Exhibit E C attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.7 will be given by the Company to its transfer agent and that the 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 and the Registration Rights Agreement. Nothing in this Section 3.7 shall affect in any way the Purchasers's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares or the Warrant Shares. If a Purchaser Purchasers provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser such Purchasers provides the Company with reasonable assurances that the Shares or the Warrant 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 permit the transfer, and, in the case of the Shares and the Warrant Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such Purchaser Purchasers and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.7 will cause irreparable harm to the 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 3.16 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 3.163.7, that the 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. The Company shall issue irrevocable instructions to its Company's transfer agent, and any subsequent transfer agent, agent will be instructed to issue certificatesone or more share certificates evidencing the Shares, registered leaving a customary Regulation S legend on the reverse side thereof, in the name of each the Purchaser or its respective nominee(sassign. The transfer agent will be given stop transfer instructions restricting the transfer of the Shares, to any "U.S. person" as such term is defined in Regulation S. for a period of twelve (12) months, (the "Restricted Period") (see paragraph below), for the Warrant . The Shares in such amounts as specified from time to time by each Purchaser are subject to the Company upon conversion restrictions on transfer provided in Regulation S, the terms and conditions of which are incorporated herein by reference, plus any additional time periods necessary to complete the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this AgreementRestricted Period. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 instructions have been or will be given by to the transfer agent, and that the Shares shall be otherwise freely tradeable on the Company's books and records. At the close of the Restricted Period the Company shall provide to its transfer agent and a legal opinion prepared by the Company's outside counsel opining that the Warrant Shares restricted legend may appropriately be removed from the Shares, should such a legal opinion be required by the transfer agent in order to lift the restricted legend, and provided that such a legal opinion is permissible under the laws and circumstances in existence at that time. In no event shall otherwise such legal opinion be freely transferable on unduly withheld by the books and records Company. The responsibility for removal of the Company as and restrictive legend shall be solely the Company's. All fees related to the extent provided in this Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may to Purchaser, including but not limited to the cost of obtaining a legal opinion, shall be made without registration borne by the Company. The Shares shall be issued in that name set forth under the Securities Act or the Purchaser provides the Company signature line below. Nothing in this section shall affect in any way Purchaser's obligation and agreement to comply with reasonable assurances that the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of all applicable securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case laws upon resale of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants substantially in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the a restrictive legend substantially in the form specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent in connection with the issuance of the Notes pursuant to this Agreement and that the Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and applicable laws. Nothing in this Section 3.16 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"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 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's obligations and agreements set forth in Section 2(g) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally acceptable form, form reasonable satisfactory to the effect Company, that registration of a public sale, assignment or transfer resale by such Buyer of the Warrant Shares may be made without registration any of such Securities is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall permit the transfer, 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 such Purchaser Buyer and without any restrictive legendlegends. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Prior to the Closing Date, the Company shall issue irrevocable instructions will (1) execute and deliver the Transfer Agent Instructions substantially in the form attached hereto as ANNEX I to its transfer agentand thereby irrevocably instruct, American Stock Transfer & Trust Company, as Transfer Agent and any subsequent transfer agentRegistrar (the "Transfer Agent"), to issue certificates, registered in the name of each Purchaser or its respective nominee(s), certificates for the Warrant Common Shares from time to time upon exchange of the Series G Preferred Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion Transfer Agent in the Exchange Notices surrendered in connection with such exchanges and (2) appoint the Transfer Agent the exchange agent for the Series G Preferred Stock. The certificates for the Common Shares shall be registered in the name of the Notes Buyer or exercise its nominee and in such denominations to be specified by the Buyer in connection with each exchange of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this AgreementSeries G Preferred Shares. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 3.16 4(e) will be given by the Company to its transfer agent the Transfer Agent and that the Warrant Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 4(e) shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements of all applicable securities laws upon any resale of Common Shares by the Buyer. If a Purchaser the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory in a generally acceptable form, scope and substance to the effect Company that registration of a public sale, assignment or transfer resale by the Buyer of any of the Warrant Common Shares may be made without registration in accordance with clause (1)(B) of Section 3(a) of this Agreement is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall permit the transfer, and, in the case transfer of the Warrant Shares, such Common Shares and promptly instruct its the Company's transfer agent to issue upon transfer no later than three days after receipt of such opinion one or more share certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendthe Buyer. The Company acknowledges that a breach by it of its obligations under Nothing in this Section 3.16 will cause irreparable harm to 4(e) shall limit the Purchasers by vitiating the intent and purpose obligations of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company 3(n) of the provisions of this Section 3.16, that the 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 requiredRegistration Rights Agreement.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Buyer or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto an Equity Purchase Agreement (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants to the Buyer that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, will be given by the Company to its transfer agent with respect to the Securities and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the Registration Rights Agreement subject to the provisions of Section 4(f) in the case of the Commitment Shares. Nothing in this Section 5 shall affect in any way the Buyer's obligations to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances that the Warrant Shares Securities 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 sold144, the Company shall permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser the Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E G attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant such 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.12 will cause irreparable harm to the 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, agent and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Purchaser Buyer or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser such Buyer to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Company. Prior to registration of the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions transfer agent instructions referred to in this Section 3.16 6 and stop transfer instructions to give effect to Section 2(f) (in the case of the Shares prior to registration thereof under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances assurance that the Warrant Shares Securities 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 permit the transfer, transfer and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates Share Certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Buyers 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 3.16 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.166, that the Purchasers each Buyer shall be entitled, in addition to all other available remedies, to an injunctive 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants Transfer Agent substantially in the form of Exhibit E attached B hereto (the “Irrevocable "Transfer Agent Instructions”"). Prior to registration of the Warrant Common Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof will be given by the Company to its transfer agent Transfer Agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's obligations and agreements set forth in Section 2(g) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company (and its counsel) with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company (and its counsel) with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, agent and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Purchaser Buyer or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser such Buyer to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Company. Prior to registration of the Warrant Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions transfer agent instructions referred to in this Section 3.16 6 and stop transfer instructions to give effect to Section 2(f) (in the case of the Shares prior to registration thereof under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances assurance that the Warrant Shares Securities 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 permit the transfer, transfer and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates Share Certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Buyers 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 3.16 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.166, that the Purchasers each Buyer shall be entitled, in addition to all other available remedies, to an injunctive 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. The Company shall issue irrevocable instructions to its the Company’s transfer agent, and any subsequent transfer agent, agent to issue certificatescertificates and/or issue shares electronically at the Buyer’s option, registered in the name of each Purchaser the Buyer or its respective nominee(s)nominee, for upon conversion of the Warrant Note and/or exercise of the Warrant, the Conversion Shares and Exercise Shares, and the Commitment Shares, in such amounts as specified from time to time by each Purchaser the Buyer to the Company upon conversion of in accordance with the Notes or exercise of the Warrants in the form of Exhibit E attached hereto terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Warrant Commitment Shares, Conversion Shares, and/or Exercise Shares under the 1933 Act or the date on which the Commitment Shares, Conversion Shares, and/or Exercise Shares may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities Actas of a particular date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 5.1 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 3.16 5 will be given by the Company to its transfer agent and that the Warrant 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 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 Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note and this Agreement; (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 Securities issued to the Buyer, including but not limited to the Commitment Shares and upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note, Warrant, and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note and/or exercise of the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Purchaser the Buyer provides the Company Company, at the cost of the Company, with (i) an opinion of counselcounsel in form, substance and scope customary for opinions in a generally acceptable formcomparable transactions, to the effect that a public sale, assignment sale or transfer of the Warrant Shares such Securities may be made without registration under the Securities 1933 Act and such sale or transfer is effected or (ii) the Purchaser Buyer provides the Company with reasonable assurances that the Warrant Shares Securities can be sold pursuant to 144, Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the Warrant SharesSecurities, 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 such Purchaser and without any restrictive legendthe Buyer. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 will 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16Section, that the Purchasers 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. The Company shall issue irrevocable instructions the Irrevocable Transfer Agent Instructions to its transfer agentagent or any successor transfer agent appointed pursuant to Section 4.11, and any subsequent transfer agentabove, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Repricing Shares in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Repricing Warrants. Prior to registration of the Warrant Purchased Common Shares and Repricing Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2.7 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 4.13, and stop transfer instructions to give effect to Section 2.6 hereof (in the case of the Repricing Shares, prior to registration of such shares under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 4.13 shall affect in any way the Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Purchased Common Shares or Repricing Shares. If a the Purchaser provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the effect Company, that registration of a public sale, assignment or transfer resale by any Purchaser of any of the Warrant Purchased Common Shares may be made without registration or Repricing Shares is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall permit the transfer, and, in the case of the Warrant Repricing Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendPurchaser. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the 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 3.16 4.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.164.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Note or exercise of the Warrants Warrant in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the Purchasers 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name names of each Purchaser the Purchasers or its respective nominee(s)their nominees, for the Warrant Common Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Warrant Common Shares under the Securities ActAct or the date on which such shares may be sold pursuant to Rule 144(k) (or any successor rule), all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Sections 2(f) and 2(g) hereof (prior to registration of the Common Shares under the Securities Act or the date on which the Common Shares may be sold pursuant to Rule 144(k) (or any successor rule)), will be given by the Company to its transfer agent and that the Warrant Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided provided, and subject to the terms and conditions of, this Agreement and the Registration Rights Agreement. Nothing in this AgreementSection shall affect in any way each Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Common Shares. If a Purchaser provides the Company with (i) an opinion of counsel, in a generally form, substance and scope customary for opinions in comparable transactions and given by counsel reasonably acceptable formto the Company, to the effect that a public sale, assignment sale or transfer of the Warrant such Common Shares may be made without registration under the Securities Act and such sale or transfer is effected or (ii) the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldand such sale is effected, the Company shall permit the transfer, and, in the case of the Warrant Shares, and promptly instruct its transfer agent to issue one or more certificates certificates, free from any restrictive legend, in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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 requiredPurchaser.

Transfer Agent Instructions. The At each Closing the Company shall issue irrevocable instructions to its transfer agent, agent (and shall issue to any subsequent transfer agentagent as required), to issue certificates, registered in the name of each such Purchaser or its respective nominee(s), for the Warrant Debenture Shares in such amounts amounts, in accordance with the terms of the Debentures, as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the a form of Exhibit E attached hereto acceptable to such Purchasers (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.11, and stop transfer instructions to give effect to Section 3.1 hereof (in the case of the Debenture Shares, prior to registration of the Debenture Shares under the Securities Act) will be given by the Company to its transfer agent and that the Warrant Debentures and the Debenture Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides Agreement and the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendTransaction Documents. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers by vitiating violating 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 3.16 3.11 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this Section 3.163.11, that the Purchasers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E G attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant all or some of such Purchaser's Shares may be made without registration under the Securities Act and any applicable state securities laws or the Purchaser provides the Company with reasonable assurances that the Warrant such Shares can be sold pursuant to Rule 144 without and any restriction as to applicable state securities laws within the number limitations of securities acquired as of a particular date that can then be immediately soldRule 144, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to irrevocably instruct its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser or its respective nominee(s)nominee, for the Common Shares and Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Shares. Prior to registration of the Warrant Shares under the Securities Act, all such Such certificates shall bear the restrictive legend specified in Section 5.1 of this AgreementStock Legend only to the extent provided by Sections 2.1 and 2.2 above. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Section 3.16 2.3 (and instructions relating to compliance with the Securities Act as provided in Section 5.2 of the Purchase Agreement) will be given by the Company to its transfer agent and that the Common Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and Company. On the earlier to the extent provided in this Agreement. If a Purchaser provides occur of (a) receipt by the Company with an opinion of counsela duly executed Disposition Certificate, in a generally acceptable formor (b) the Termination Date so required by Section 2.2 the Company shall, subject to applicable laws affecting the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldsecurities, the Company shall permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue within the time period specified in Section 2.2 one or more certificates without the Stock Legend in such name and in such denominations denomination as specified by such Purchaser and without any restrictive legendPurchaser. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers a Purchaser by vitiating the intent and purpose of the transaction contemplated herebyhereby and by the Purchase Agreement. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 2 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.162, that the Purchasers a Purchaser 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. In addition and not in lieu of the foregoing remedies, if the Company fails to be issue Common Shares or Warrant Shares without the Stock Legend within three (3) trading days of the date when such issuance is required pursuant to Section 2.2 hereof (the "Required Issuance Date"), the Company shall pay to Purchaser an amount equal to two percent (2%) of the purchase price paid for the Common Shares and Warrant Shares required to be issued for the first month or 30 days following the Required Issuance Date, and three percent (3%) of said purchase price for each month or thirty (30) days thereafter, continuing through the date the Common Shares and Warrant Shares are issued without the Stock Legend. These payments will be prorated on a daily basis for partial months and will be paid to the Purchaser in cash within five (5) business days following the earlier of: (i) the end of each month following the Required Issuance Date, or (ii) the date of issuance of the unlegended shares.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion issuance of the Notes Shares or exercise of the Warrants in the form of Exhibit E C attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.7 will be given by the Company to its transfer agent and that the 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 and the Registration Rights Agreement. Nothing in this Section 3.7 shall affect in any way the Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares or the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares or Warrant Shares may be made without registration under the Securities Act or the such Purchaser provides the Company with reasonable assurances that the Shares or the Warrant 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 permit the transfer, and, in the case of the Shares and the Warrant Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.7 will cause irreparable harm to the Purchasers 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 3.16 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 3.163.7, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E G attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Conversion Shares and Warrant 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 Registration Rights Agreement. Nothing in this Section 3.16 shall affect in any way each Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally reasonably acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldAct, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E H attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Conversion Shares and Warrant 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 Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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.this

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion an Optional Conversion of the Notes or exercise of the Warrants in the form of Exhibit E D attached hereto (the ““ Irrevocable Transfer Agent InstructionsInstructions ”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that the Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares and Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the such Conversion Shares and Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13 , that the 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. The At the Closing the Company shall issue --------------------------- irrevocable instructions to its transfer agent, agent (and shall issue to any subsequent transfer agentagent as required), to issue certificates, registered in the name of each such Purchaser or its respective nominee(s), for the Conversion Shares and/or the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the a form of Exhibit E attached hereto acceptable to such Purchasers (the “"Irrevocable Transfer Agent Instructions”"). Prior So long as required pursuant to registration of the Warrant Shares under the Securities Act--------------------------------------- Section 3.1(b), all such certificates shall bear the restrictive legend specified in Section 5.1 3.1(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12, and stop transfer instructions to give effect to Section 3.1 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares under the Securities Act) will be given by the Company to its transfer agent and that the Securities, the Warrants, the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides Agreement and the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendTransaction Documents. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers by vitiating violating 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 3.16 3.12 will be inadequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this Section 3.163.12, that the Purchasers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E G attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant all or some of such Purchaser's Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant such Shares can be sold pursuant to Rule 144 without any restriction as to within the number limitations of securities acquired as of a particular date that can then be immediately soldRule 144, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Underlying Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Convertible Notes or exercise of the Warrants (in the form of Exhibit E attached hereto (as Exhibit F, the “"Irrevocable Transfer Agent Instructions”"). Prior to the effectiveness of registration of the Warrant Underlying Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2.2(k) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12, and stop transfer instructions to give effect to Section 2.2(j) hereof (in the case of the Underlying Shares, prior to registration of the Underlying Shares under the Securities Act) will be given by the Company to its transfer agent with respect to the Underlying Shares and that the Warrant Underlying 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 Registration Rights Agreement. Nothing in this Section 3.12 shall affect in any way each Purchaser's obligations under the Securities Act and agreements set forth in Section 2.2(k) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable formform to the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldAct, the Company shall permit the transfer, and, in the case of the Warrant Underlying Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendlegends. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers by vitiating the intent and purpose of the transaction contemplated herebyPurchasers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the 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. The At the Closing the Company shall issue irrevocable instructions to its transfer agent, agent (and shall issue to any subsequent transfer agentagent as required), to issue certificates, registered in the name of each such Purchaser or its respective nominee(s), for the Conversion Shares and/or the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the a form of Exhibit E attached hereto acceptable to such Purchasers (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior So long as required pursuant to registration of the Warrant Shares under the Securities ActSection 3.1(b), all such certificates shall bear the restrictive legend specified in Section 5.1 3.1(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12, and stop transfer instructions to give effect to Section 3.1 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares under the Securities Act) will be given by the Company to its transfer agent and that the Securities, the Warrants, the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the Transaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in a generally acceptable formcomparable transactions, to the effect that a public sale, assignment or transfer of the Securities, the Conversion Shares, the Warrants and the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrants, the Conversion Shares and the Warrant Shares can be sold pursuant to Rule 144 144(k) without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers by vitiating violating 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 3.16 3.12 will be inadequate inaequate and agrees, in the event of a breach beach or threatened breach by the Company of the provisions of this Section 3.163.12, that the Purchasers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that hat a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E G attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants Warrants, in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.10 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.10 shall affect in any way each Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.10 will cause irreparable harm to the 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 3.16 3.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.10, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Purchasers or its their respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser the Purchasers to the Company upon conversion of the Notes or exercise of the Warrants Warrants, in the form of Exhibit E D attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12 will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 3.12 shall affect in any way the Purchasers' obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon the resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, substance and scope, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides Purchasers provide the Company with reasonable assurances an opinion of counsel, in a generally acceptable form, substance and scope, to the effect that the Warrant Shares Securities 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 permit the transfer, 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 such Purchaser the Purchasers and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.12 will cause irreparable harm to the 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of the Notes Note or exercise of the Warrants Warrant, in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12 will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 3.12 shall affect in any way the Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon the resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, substance and scope, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, 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 such the Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.12 will cause irreparable harm to the Purchasers 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants Preferred Shares in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.11 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant all or some of such Purchaser’s Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant such Shares can be sold pursuant to Rule 144 without any restriction as to within the number limitations of securities acquired as of a particular date that can then be immediately soldRule 144, the Company shall permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.11 will cause irreparable harm to the Purchasers 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 3.16 3.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.11, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Purchasers or its their respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser the Purchasers to the Company upon conversion of the Notes or exercise of the Warrants Warrants, in the form of Exhibit EXHIBIT E attached hereto (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Warrant Shares under the Securities Act, all All such certificates shall bear the restrictive legend specified in Section SECTION 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 SECTION 3.12 will be given by the Company to its transfer agent other than as contemplated by the Irrevocable Transfer Agent Instructions and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this SECTION 3.12 shall affect in any way the Purchasers' obligations and agreements set forth in SECTION 5.1 to comply with all applicable prospectus delivery or other requirements, if any, upon the resale of the Common Stock and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a form, substance and scope generally acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides Purchasers provide the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, and, in the case of the Common Stock 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 such Purchaser the Purchasers and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 SECTION 3.12 will cause irreparable harm to the 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 3.16 SECTION 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16SECTION 3.12, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion issuance of the Notes Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.10 will be given by the Company to its transfer agent and that the 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 and the Registration Rights Agreement. Nothing in this Section 3.10 shall affect in any way each Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares or the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares or Warrant Shares may be made without registration under the Securities Act or the such Purchaser provides the Company with reasonable assurances that the Shares or the Warrant 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 permit the transfer, and, in the case of the Shares and the Warrant Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.10 will cause irreparable harm to the 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 3.16 3.10 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.10, that the 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. The Company shall issue irrevocable instructions to its transfer agentPromptly after the Buyer's delivery of the aggregate purchase price for the Preferred Shares in accordance with Sections 1(b) and 1(c) or 1(d) hereof, and any subsequent transfer agentprior to the Closing Date, the Company will instruct ChaseMellon Shareholder Services, L.L.C., as Transfer Agent and Registrar (the "Transfer Agent"), by letter in the form attached hereto as Annex IV, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), certificates for the Warrant Common Shares from time to time on conversion of the Preferred Shares in such amounts as specified from time to time by each Purchaser to the Company upon in the Conversion Notices delivered in connection with such conversions and referred to in Section 5(b) of this Agreement. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares. Such certificates may bear the Notes or exercise restrictive legends specified in Section 4(b) of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior this Agreement prior to registration of the Warrant resale of the Common Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction instructions other than the Irrevocable Transfer Agent Instructions (x) such instructions referred to in this Section 3.16 5(a), (y) stop-transfer instructions to give effect to Section 4(a) hereof prior to the registration of the resale of the Common Shares under the 1933 Act, and (z) the instructions required by Section 4(n) of the Registration Rights Agreement will be given by the Company to its transfer agent the Transfer Agent and that the Warrant Common Shares otherwise shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 5(a) shall limit in any way the Buyer's obligation and agreement to comply with all applicable securities laws upon resale of the Shares. If a Purchaser the Buyer provides the Company with an opinion of counsel, counsel reasonably satisfactory in a generally acceptable form, scope, and substance to the effect Company that registration of a public sale, assignment or transfer resale by the Buyer of any of the Warrant Shares may be made without registration in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall permit the transfer, transfer of such Shares and, in the case of the Warrant Common Shares, promptly promptly, but in no event later than three Business Days after receipt of such opinion, instruct its transfer agent the Transfer Agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendthe Buyer. The Company acknowledges that a breach by it provisions of its obligations under this Section 3.16 will cause irreparable harm to the Purchasers by vitiating the intent and purpose 4(n) of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the Purchasers Registration Rights Agreement 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 requiredthis Section 5(a) once said Section 4(n) becomes applicable.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldAct, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of the Notes or exercise of the Warrants Warrant in the form of Exhibit E B attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement‎4.1. The Company warrants that that, subject to such restrictive legend, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 ‎3.9 will be given by the Company to its transfer agent and that 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. If a the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Shares and Warrant 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 permit the transfer, and, in the case of the 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 such the Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 ‎3.9 will cause irreparable harm to the Purchasers 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 3.16 ‎3.9 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16‎3.9, that the Purchasers Purchaser 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. The Company Ortec shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Xxxx Capital or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser Xxxx Capital to the Company Ortec upon conversion of the Notes or exercise of Series A-1 Preferred Stock and the Warrants in the form of Exhibit E attached hereto Series A-2 Preferred Stock (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 12 of this Agreement. The Company Ortec warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company Ortec to its transfer agent and that the Warrant Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company Ortec as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way Xxxx Capital’s obligations and agreements set forth in Section 12 to comply with all applicable prospectus delivery requirements, if any, upon resale of Series A-1 Preferred Stock, the Series A-2 Preferred Stock or the Conversion Shares. If a Purchaser Xxxx Capital provides the Company Ortec with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Series A-1 Preferred Stock, the Series A-2 Preferred Stock or the Conversion Shares may be made without registration under the Securities Act or the Purchaser Xxxx Capital provides the Company Ortec with reasonable assurances that the Warrant Series A-1 Preferred Stock, the Series A-2 Preferred Stock or the Conversion 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 Ortec shall permit the transfer, 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 such Purchaser and Xxxx Capital and, without any restrictive legend. The Company Ortec acknowledges that a breach by it of its obligations under this Section 3.16 7(p) will cause irreparable harm to the Purchasers Xxxx Capital by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company Ortec acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Ortec of the provisions of this Section 3.16Section, that the Purchasers Xxxx Capital 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Series A-1 Shares or exercise of the Warrants in the form of Exhibit E G attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.17 will be given by the Company to its transfer agent and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Joinder to Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will 3.17 may cause irreparable harm to the 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 3.16 3.17 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.17, that the 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. The Company Corporation shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Holder or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser the Holder to the Company Corporation upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto this Warrant (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Warrant Shares under the Securities Act, all All such certificates shall bear the restrictive legend specified in Section 5.1 12 of this AgreementWarrant. The Company Corporation warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 11 and the stop transfer instructions to give effect to Section 12 hereof will be given by the Company Corporation to its transfer agent and that the Warrant Shares shall otherwise be freely transferable on the books and records of the Company Corporation as and to the extent provided in this AgreementWarrant and that certain Subordinated Note Purchase Agreement dated as of the date hereof, among the Corporation and the entities listed on the signature pages thereto. If a Purchaser Holder provides the Company Corporation with an opinion of counsel, reasonably satisfactory in a generally acceptable form, and substance to the effect Corporation, that registration of a public sale, assignment or transfer resale by such Holder of the any of such Warrant Shares may be made without registration is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldAct, the Company Corporation shall permit the transfer, and, in the case of the Warrant Shares, and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Holder and without any restrictive legendlegends. The Company Corporation acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Holder hereof by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company Corporation acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company Corporation of the provisions of this Section 3.1611, that the Purchasers Holder 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. The Company shall issue irrevocable instructions to its transfer agentagent in the form attached hereto as Exhibit 5 (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Purchaser Investor or its respective nominee(s), for the Warrant Shares Securities in such amounts as specified from time to time by each Purchaser Investor to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)any Securities. Prior to registration of the Warrant Shares Securities under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5 and stop transfer instructions to give effect to Section 2(f) and Section 2(g) (in the case of Securities to be registered, prior to registration of the Securities under the 1933 Act) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser an Investor provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Investor provides the Company with reasonable assurances assurance that the Warrant Shares Securities 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 permit the transfer, transfer and, in the case of the Warrant Sharesto-be-issued Securities, 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 Purchaser Investor and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Investors 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. The Company shall issue irrevocable instructions to its transfer agentagent in form requested by the Collateral Agent (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Purchaser Investor or its respective nominee(s), for the Warrant Shares Securities in such amounts as specified from time to time by each Purchaser Investor to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)any Securities. Prior to registration of the Warrant Shares Securities under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5 and stop transfer instructions to give effect to Section 2(f) and Section 2(g) (in the case of Securities to be registered, prior to registration of the Securities under the 1933 Act) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser anInvestor provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Investor provides the Company with reasonable assurances assurance that the Warrant Shares Securities 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 permit the transfer, transfer and, in the case of the Warrant Sharesto-be-issued Securities, 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 Purchaser Investor and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Investors 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. The Company shall issue irrevocable --------------------------- instructions to its transfer agent, and any subsequent transfer agentagent (the "Irrevocable Transfer Agent Instructions") in the form of Exhibit D, attached --------- hereto, to issue certificates, registered in the name of each Purchaser Investor or its respective nominee(s), for the Warrant Exchange Conversion Shares in such amounts as specified from time to time by each Purchaser Investor to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Exchange Preferred Shares. Prior to registration of the Warrant Exchange Conversion Shares and the New Common Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement4(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 7 and stop transfer instructions to give effect to Section 4(f) (in the case of the Exchange Conversion Shares and the New Common Shares, prior to registration of the Exchange Conversion Shares and the New Common Shares under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser an Investor provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Investor provides the Company with reasonable assurances that a Representation Letter (as defined in Section 4(d)) relating to the Warrant Shares can be sold sale of the Securities pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold144, the Company shall permit the transfer, and, in the case of the Warrant Exchange Conversion Shares and the New Common Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Investor and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Investors 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 3.16 7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.167, that the Purchasers Investors 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. The Company shall issue irrevocable instructions to instruct its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser or its respective nominee(s)nominee, for the Conversion Shares or Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon upon, and in accordance with, the conversion of the Notes or Preferred Stock and the exercise of the Warrants Warrant. Such certificates shall bear a legend only in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior Legend and only to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in extent permitted by Section 5.1 of this Agreementabove. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions such instructions referred to in this Article V, and no stop transfer instructions other than stop transfer instructions to give effect to Section 3.16 2.6 hereof, will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as Company. Nothing in this Section shall affect in any way Purchaser's obligations and agreement set forth in Section 5.1 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the extent provided in this Agreementregistration requirements of applicable securities laws. If a Without limiting any other rights of Purchaser or obligations of the Company, if (a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in a generally acceptable form, substance and scope reasonably satisfactory to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale, assignment the Securities to be sold or transfer of the Warrant Shares transferred may be made without sold or transferred pursuant to an exemption from registration under the or (b) Purchaser sells Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold144, the Company shall 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 denomination as specified by Purchaser in order to effect such Purchaser and without any restrictive legenda transfer or sale. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 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 3.16Article V, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E I attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares and Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E K attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Conversion Shares and Warrant 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 Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Note or exercise of the Warrants Warrant in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the Purchasers 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the Purchasers Purchaser 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. Conditions ---------- Conditions Precedent to the Obligation of the Company to Sell the Note. The obligation hereunder of the Company to issue and sell the Note and the Warrant to the Purchaser is subject to the satisfaction or waiver, at or before the Closing Date, of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto Preferred Shares (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Warrant Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Xxx) xxll be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's obligations and agreements set forth in Section 2(g) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, reasonably satisfactory in a generally acceptable form, form and substance to the effect Company, that registration of a public sale, assignment or transfer resale by such Buyer of the Warrant Shares may be made without registration any of such Securities is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legendlegends. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, certificates registered in the name of each Purchaser Buyer or its their respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser a Buyer to the Company upon conversion of the Notes or exercise of the Warrants and in the form of Exhibit E attached hereto accordance with their respective terms (the “Irrevocable Transfer Agent Instructions”). , substantially in the form attached hereto as Exhibit C. Prior to transfer or sale pursuant to a registration of the Warrant Shares statement or Rule 144 under the Securities ActAct of the Conversion Shares, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company represents and warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 4 will be given by the Company to its transfer agent and that the Warrant 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 Notes and the Registration Rights Agreement. If Subject to the terms of the Notes, if a Purchaser Buyer provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares may be Securities has been made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares Securities can be sold pursuant to Rule 144 144(k) without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, and provides such representations that the Company shall reasonably request confirming compliance with the requirements of Rule 144, the Company shall permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates certificates, in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all All such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.13 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If Nothing in this Section 3.13 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If, prior to the registration statement covering the Shares being declared effective, a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the a Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and to any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser holder of Preferred Shares or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser holder of Preferred Shares to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Warrants. 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 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement2(g). If a Purchaser holder of Preferred Shares provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act 1933 Act, and such holder of Preferred Shares represents to the Company that it has satisfied any conditions on which such opinion of counsel is based, or the Purchaser a holder of Preferred Shares provides the Company with reasonable assurances that the Warrant Shares Securities can be sold pursuant to Rule 144 without 144(k) (or any restriction as to the number of securities acquired as of a particular date that can then be immediately soldsuccessor thereto), the Company shall permit the transfer, 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 such Purchaser holder and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers holders of Preferred Shares 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 3.16 8 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.168, that the Purchasers holders of Preferred Shares 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 the posting of any bond or other security being required. ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted and for which confidential treatment is being requested. All such omitted material is being filed with The Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

Transfer Agent Instructions. The Company shall issue --------------------------- irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Purchasers or its their respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser the Purchasers to the Company upon conversion of the Notes or exercise of the Warrants Warrants, in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of --------------------------------------- the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12 will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 3.12 shall affect in any way the Purchasers' obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon the resale of the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.12 will cause irreparable harm to the 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agentsubstantially in the form attached hereto as Exhibit C, to issue certificates, registered in the name of each Purchaser Investor or its respective nominee(s)nominee, for the any Shares or Warrant Shares in such amounts as specified from time to time by each Purchaser Investor to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the form of Exhibit E attached hereto terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear 1933 Act or the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than date on which the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that 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. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 3.2 of this Agreement. Nothing in this Section shall affect in any way the Investor’s obligations and agreement set forth in Section 8.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Shares or Warrant 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 such Purchaser and without any restrictive legendInvestor. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 will 8.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16Section, that the Purchasers Investors 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the DTC, registered in the name of each Purchaser Buyer or its their respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon conversion of the Notes or exercise of the Warrants Notes, as applicable and in the form of Exhibit E attached hereto accordance with their respective terms (the “Irrevocable Transfer Agent Instructions”). Prior to registration of , substantially in the Warrant Shares under the Securities Act, all form attached hereto as Exhibit E. All such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this AgreementAgreement to the extent required by Section 2(g) and shall not otherwise bear any restrictive legend. The Company represents and warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5 will be given by the Company to its transfer agent and that the Warrant 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 Notes, the Indenture and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, certificates representing any Securities held by any Buyer are no longer required to bear the restrictive legend specified in a generally acceptable form, Section 2(g) pursuant to the effect that a public sale, assignment or transfer terms of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldSection 2(g), the Company shall permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates certificates, or credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.15 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.15 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company transfers any Shares or Warrants in compliance with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldSection 3.16, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.15 will cause irreparable harm to the 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 3.16 3.15 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.15, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser`s obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Warrant Preferred Shares and Conversion Shares, as applicable, in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of the Notes Debenture or exercise of the Warrants Preferred Shares, respectively, in the form of Exhibit E I attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Common Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.22 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that (i) a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares (ii) such Securities 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.22 will cause irreparable harm to the Purchasers 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 3.16 3.22 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.22, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agentthe Transfer Agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants substantially in the form of Exhibit E attached B hereto (the “Irrevocable Transfer Agent Instructions”"TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Common Shares and Warrant Shares under the Securities Act1933 Act and the sale of the Common Shares and Warrant Shares, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof will be given by the Company to its transfer agent Transfer Agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's obligations to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, counsel in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable --------------------------- instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Underlying Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Convertible Notes or exercise of the Warrants (in the form of Exhibit E attached hereto (as Exhibit F, the “"Irrevocable --------- Transfer Agent Instructions”"). Prior to the effectiveness of registration of the Warrant Underlying Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2.2(k) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12, and stop transfer instructions to give effect to Section 2.2(j) hereof (in the case of the Underlying Shares, prior to registration of the Underlying Shares under the Securities Act) will be given by the Company to its transfer agent with respect to the Underlying Shares and that the Warrant Underlying 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 Registration Rights Agreement. Nothing in this Section 3.12 shall affect in any way each Purchaser's obligations under the Securities Act and agreements set forth in Section 2.2(k) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable formform to the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldAct, the Company shall permit the transfer, and, in the case of the Warrant Underlying Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legendlegends. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers by vitiating the intent and purpose of the transaction contemplated herebyPurchasers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the 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. The Company shall issue irrevocable instructions to its transfer agentagent in the form attached hereto as Exhibit D (the "Irrevocable Transfer Agent --------- Instructions"), and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Notes. Prior to registration of the Warrant Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in inconsistent with Section 2(f) hereof or this Section 3.16 5 will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally counsel reasonably acceptable form, to the Company to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances that the Warrant Shares Securities can be sold sold, assigned or transferred pursuant to Rule 144 without any restriction as or can be sold, assigned or transferred pursuant to Rule 144(k) under the number of securities acquired as of a particular date that can then be immediately sold1933 Act, the Company shall permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agentagent in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Depository Trust Company (“DTC”), registered in the name of each Purchaser or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Shares. Prior to registration of the Warrant Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g)(i). Prior to the date which is four months and a day after the initial distribution of this Agreementthe Shares to the Purchasers, all such certificates shall bear the restrictive legend specified in Section 2(g)(ii). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5 and stop transfer instructions to give effect to Section 2(f) and Section 2(g) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser provides the Company with reasonable assurances assurance that the Warrant Shares Securities can be sold pursuant to Rule 144 or Rule 144A without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, transfer and, in the case of the Warrant Conversion Shares, 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 Purchaser and without any the restrictive legendlegend provided for in Section 2(g)(i). The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E D attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.7 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.7 will cause irreparable harm to the 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 3.16 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 3.163.7, that the 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. The Company shall issue irrevocable instructions to its transfer agentagents, and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at the Depositary Trust Company ("DTC"), registered in the name of Xxxxxxxxx and each Purchaser Buyer or its their respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Purchaser Xxxxxxxxx or a Buyer to the Company upon conversion of the Notes Series A Preferred or exercise of the Warrants Warrants, as applicable and in the form of Exhibit E attached hereto accordance with their respective terms (the “"Irrevocable Transfer Agent Instructions”"). , substantially in the form attached hereto as Exhibit F. Prior to transfer or sale pursuant to a registration of the Warrant Shares statement or Rule 144 under the Securities ActAct of the Conversion Shares and the Warrant Shares, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company represents and warrants that no instruction other than inconsistent with the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5 will be given by the Company to its transfer agent and that the Warrant 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 Warrants and the Registration Rights Agreement, except as may be required by law. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares may be Securities has been made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares Securities 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 sold144(k), the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates certificates, or credit shares to one or more balance accounts at DTC, in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser or its respective nominee(s)nominee, for the any Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the form of Exhibit E attached hereto terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant 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 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and 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), will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section shall affect in any way the Purchaser’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Purchaser provides the Company Company, at the cost of the Company, with an a customary opinion of counsel, that shall be in a generally form, substance and scope reasonably acceptable formto such counsel, to the effect that a public sale, assignment sale or transfer of the Warrant Shares such Securities may be made without registration under the Securities 1933 Act and such sale or the Purchaser provides the Company with reasonable assurances that the Warrant 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 soldtransfer is effected, the Company shall 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 certificates, free from restrictive legend, in such name and in such denominations as specified by such Purchaser and without any restrictive legendPurchaser. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Purchasers, 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 3.16 will 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16Section, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Common Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion issuance of the Notes Common Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Common Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.15 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.15 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Common Shares and the Warrant Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.15 will cause irreparable harm to the 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 3.16 3.15 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.15, that the 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. Conditions LLLLL. Conditions Precedent to the Obligation of the Company to Sell the Shares at Closing. The obligation hereunder of the Company to issue and sell the Common Shares and Warrants to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s)nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon proper conversion of the Notes Preferred Shares or proper exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). 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 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Warrant 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 Rights Agreement. Nothing in this Section 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 upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in a generally acceptable form, to the effect substance and scope, that registration of a public sale, assignment or transfer resale by such Buyer of any of the Warrant Shares may be made without registration Securities is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall 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 such Purchaser and without any restrictive legendBuyer. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Buyers’ by vitiating obliterating 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16Section, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Investor or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser Investor to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto Preferred Shares (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the Warrant Conversion Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2(d) of this AgreementAgreement until such legend is permitted to be removed pursuant to the last paragraph of Section 2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will 5, and stop transfer instructions to give effect to Section 2(e) (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Xxx) xxll be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Investor's obligations and agreements set forth in Section 2(d) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser an Investor provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a the public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Investor provides the Company with reasonable assurances reasonably acceptable to the Company that the Warrant Shares Securities 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 permit the transfer, and, in the case of the Warrant Shares, Conversion Shares promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Investor and without any restrictive legendlegends. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Investors 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Investors 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. The At the Closing the Company shall issue irrevocable instructions to its transfer agent, agent (and shall issue to any subsequent transfer agentagent as required), to issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of in a form acceptable to the Notes or exercise of the Warrants in the form of Exhibit E attached hereto Purchaser (the “"Irrevocable Transfer Agent Instructions”"). Prior So long as required pursuant to registration of the Warrant Shares under the Securities ActSection 3.1(b), all such certificates shall bear the restrictive legend specified in Section 5.1 3.1(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12, and stop transfer instructions to give effect to Section 3.1 hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the Securities Act) will be given by the Company to its transfer agent and that the Warrant Securities and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the Transaction Documents. If a the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in a generally acceptable formcomparable transactions, to the effect that a public sale, assignment or transfer of the Warrant Securities and the Conversion Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Conversion Shares can be sold pursuant to Rule 144 144(k) without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such the Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Purchaser by vitiating violating 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Purchasers or its their respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Purchasers Company upon conversion of the Notes or exercise of the Warrants Warrants, in the form of Exhibit E D attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12 will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 3.12 shall affect in any way the Purchasers' obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon the resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, substance and scope, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act or the Purchaser provides Purchasers provide the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, 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 such Purchaser the Purchasers and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.12 will cause irreparable harm to the 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the 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. The Company shall issue --------------------------- irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agentagent in the form attached hereto as Exhibit C (the “Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificatescertificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Purchaser the Buyer or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser the Buyer to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Warrants. Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement3(d). The Company warrants that that, prior to registration of the Warrant Shares under the Securities Act, no instruction (other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 4 and stop transfer instructions to give effect to Section 3(d)) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser the Buyer provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration is not required under the Securities Act or applicable state securities laws or the Purchaser Buyer provides the Company with reasonable assurances that the Warrant Shares Securities 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 sold144, the Company shall permit the transfer, and, in the case of the Warrant Shares, transfer and 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 Purchaser the Buyer and without any restrictive legend. The Company acknowledges stipulates that a breach by it of its obligations under this Section 3.16 will cause irreparable harm the remedies at law available to the 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 3.16 will be inadequate and agrees, Holder in the event of a breach any default or threatened breach default by the Company in the performance of or compliance with any of the provisions terms of this Section 3.16, that the Purchasers shall Agreement arc not and will not be entitled, in addition to all other available remediesadequate and that, to an order and/or injunction restraining any breach and requiring immediate issuance and transferthe fullest extent permitted by law, such terms may, without the necessity of showing economic loss and without any bond or other security securing being required, be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants Warrant in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way the Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a the Purchaser provides the Company with an opinion of counsel, in a generally acceptable formform and reasonably satisfactory to the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such the Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the Purchasers 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E K attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent Conversion Shares and that the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and Company, subject to the extent provided requirements of applicable law. Nothing in this AgreementSection 3.16 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, or other exemption from registration upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The At the Closing the Company shall issue irrevocable instructions to its transfer agent, agent (and shall issue to any subsequent transfer agentagent as required), to issue certificates, registered in the name of each such Purchaser or its respective nominee(s), for the Conversion Shares and/or the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior So long as required pursuant to registration of the Warrant Shares under the Securities ActSection 3.1(b), all such certificates shall bear the restrictive legend specified in Section 5.1 3.1(b) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12, and stop transfer instructions to give effect to Section 3.1 hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act) will be given by the Company to its transfer agent (except as required by law) and that the Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the Transaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in a generally comparable transactions and reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Preferred Stock, the Conversion Shares, the Warrants and/or the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Preferred Stock, the Warrants, the Conversion Shares and/or the Warrant 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 sold144(k), the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser Investor or its respective nominee(s)nominee, for the any Converted Shares or Warrant Shares in such amounts as specified from time to time by each Purchaser Investor to the Company upon conversion of the Notes Converted Shares or exercise of the Warrants in accordance with the form of Exhibit E attached hereto terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Converted Shares or Warrant Shares under the Securities Act, all such certificates shall bear 1933 Act or the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than date on which the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Warrant Converted Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 3.6(a) of this Agreement. Nothing in this Section shall affect in any way the Investor’s obligations and agreement set forth in Section 6.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Converted Shares or Warrant 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 such Purchaser and without any restrictive legendInvestor. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 will 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16Section, that the Purchasers Investors 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser the Buyer or its respective nominee(s), for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Purchaser the Buyer to the Company upon conversion of the Notes Series B Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), or exercise of the Warrants. 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 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of such shares under the 1933 Xxx) xxll be given by the Company to its transfer agent and that the Series B Preferred Shares, the Conversion Shares, the Warrants, 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 and the 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 the Series B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares. If a Purchaser the Buyer provides the Company with an opinion of counsel, satisfactory in a generally acceptable form, and substance to the effect Company, that registration of a public saleresale by the Buyer of any of the Series B Preferred Shares, assignment the Conversion Shares, the Warrants, or transfer of the Warrant Shares may be made without registration is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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 requiredBuyer.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agentagent in substantially the form of Exhibit F attached hereto (the "Irrevocable Transfer Agent Instructions"), and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or valid exercise of the Warrants in and receipt of consideration by the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”)Company. Prior to the registration for resale of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to Nothing in this Section 3.16 will be given by the Company 3.13 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to its transfer agent and that the Warrant Shares shall otherwise be freely transferable on the books and records comply with all applicable prospectus delivery requirements, if any, upon resale of the Company as and to the extent provided in this AgreementShares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a Purchaser's public saleresale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Purchaser may resell the 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company is entitled to rely on such opinion or assurances of Purchaser with no independent investigation, and shall assume no liability for any Purchaser's failure to comply with any Federal or state securities laws applicable to such Purchaser's resale of the Shares. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.13 will cause irreparable harm to the 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 3.16 3.13 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.13, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E G attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 3.16 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E C attached hereto (the ““ Irrevocable Transfer Agent InstructionsInstructions ”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.6 will be given by the Company to its transfer agent and that the and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the such Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.6 will cause irreparable harm to the 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 3.16 3.6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16thisSection 3.6, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach abreach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"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 5.1 of this Agreement2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5 and stop transfer instructions to give effect to Section 2(f) (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances that a Representation Letter (as defined in Section 2(g)) relating to the Warrant Shares can be sold sale of the Securities pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold144, the Company shall permit the transfer, 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 such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E G attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Conversion Shares and Warrant 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 Registration Rights Agreement. Nothing in this Section 3.16 shall affect in any way each Purchaser's obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally reasonably acceptable form, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant Shares can be sold pursuant to Rule 144 without any the restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants Common Stock in the form of Exhibit E D attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares Common Stock under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent and that the Warrant Shares Common Stock shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 3.16 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Common Stock. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Common Stock may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant Shares Common Stock 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 permit the transfer, and, in the case of the Warrant Shares, transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the 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 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agentthe Transfer Agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants substantially in the form of Exhibit E attached B hereto (the “Irrevocable "Transfer Agent Instructions”"). Prior to registration of the Warrant Common Shares under the Securities 1933 Act, all such certificates shall bear the restrictive legend specified in Section 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof will be given by the Company to its transfer agent Transfer Agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's obligations and agreements set forth in Section 2(g) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities 1933 Act or the Purchaser Buyer provides the Company with reasonable assurances that the Warrant Shares Securities 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent Transfer Agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E C attached hereto hereto, with such modifications as the transfer agent may require (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.6 will be given by the Company to its transfer agent and that the and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the such Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.6 will cause irreparable harm to the 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 3.16 3.6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.6, that the 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. The Company shall issue irrevocable instructions to instruct its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each the Purchaser or its respective nominee(s)nominee, for the Common Shares and the Warrant Shares in such amounts as specified from time to time by each the Purchaser to the Company upon conversion of the Notes or exercise of the Warrants Preferred Shares and the Warrants, respectively. Such certificates shall bear the Legend only to the extent provided by Section 5.1 above. The Company covenants that no instruction other than such instructions referred to in this Article V, and stop transfer instructions with respect solely to sales pursuant to any registration statement under the Registration Rights Agreement to give effect to Section 2.6 hereof in the form case of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior Common Shares and Warrant Shares prior to registration of the Common Shares and Warrant Shares under the Securities ActAct or "black-out" periods as provided in the Registrations Rights Agreement between the Company and the Purchaser, all dated of such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 date herewith, will be given by the Company to its transfer agent and that the Warrant Shares Securities shall otherwise be freely transferable on the books and records of the Company as Company. Nothing in this Section shall affect in any way the Purchaser's obligations and agreement set forth in Section 5.1 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus as required in Section 5.1 in connection with such sale or in compliance with an exemption from the extent provided in this Agreementregistration requirements of applicable securities laws. If a Without limiting the foregoing, if (a) the Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company if neither an effective registration statement under the Securities Act nor Rule 144 is available in connection with such sale), to the effect that a public sale, assignment the Securities to be sold or transfer of the Warrant Shares transferred may be made without sold or transferred pursuant to an exemption from registration or (b) the Purchaser transfers Securities to an affiliate which is an accredited investor (within the meaning of Regulation D under the Securities Act or the Purchaser provides Act) and which delivers to the Company with reasonable assurances that in written form the Warrant Shares can be sold same representations, warranties and covenants made by Purchaser hereunder or pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold144, the Company shall permit the transfer, and, in the case of the Common 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 such Purchaser and without any restrictive legendthe Purchaser. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 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 3.16Article V, that the Purchasers Purchaser 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Common Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants covenants that no instruction other than the Irrevocable Transfer Agent Instructions referred usual stop-transfer instructions applicable to in this Section 3.16 unregistered shares will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.15 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Common Shares and the Warrant Shares, promptly instruct its transfer agent to issue one (1) or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.15 will cause irreparable harm to the 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 3.16 3.15 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.15, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants (in the form of Exhibit E attached hereto (as Exhibit E, the “"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 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 0000 Xxx) will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's obligations and agreements set forth in Section 2(g) to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, in a generally acceptable form, form reasonably satisfactory to the effect Company, that registration of a public sale, assignment or transfer resale by such Buyer of the Warrant Shares may be made without registration any of such Securities is not required under the Securities 1933 Act or the Purchaser such Buyer provides the Company with reasonable assurances that the Warrant Shares Securities 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 sold144, the Company shall permit the transfer, 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 such Purchaser Buyer and without any restrictive legendlegends. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.165, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser the Purchasers or its their respective nominee(s), for the Warrant Conversion Shares in such amounts as specified from time to time by each Purchaser the Purchasers to the Company upon conversion of the Notes or exercise of the Warrants Preferred Shares in substantially the form of Exhibit E D attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Warrant Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.11 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.11 shall affect in any way the Purchasers' obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a any Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the such Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, and, in the case of the Warrant Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.11 will cause irreparable harm to the Purchasers 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 3.16 3.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.11, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser Accelerant or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser Accelerant to the Company upon conversion of the Notes Note or exercise of the Warrants Warrant in the form of Exhibit E F attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.12 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. If a Purchaser Accelerant provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser Accelerant provides the Company with reasonable assurances that the Warrant such 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 permit the transfer, and, in the case of the Common, 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 such Purchaser Accelerant and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.12 will cause irreparable harm to the Purchasers Accelerant 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 3.16 3.12 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.12, that the Purchasers Accelerant 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes Preferred Shares or exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 6.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.14 will be given by the Company to its transfer agent and that 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 and the Registration Rights Agreement. Nothing in this Section 3.14 shall affect in any way each Purchaser's obligations and agreements set forth in Section 6.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the Shares. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable formform and reasonably satisfactory to the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 permit the transfer, 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 such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.14 will cause irreparable harm to the 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 3.16 3.14 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.14, that the 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, agent to issue certificates, registered in the name of each Purchaser Buyer or its respective nominee(s)nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Purchaser Buyer to the Company upon proper conversion of the Notes Preferred Shares or proper exercise of the Warrants in the form of Exhibit E attached hereto (the “"Irrevocable Transfer Agent Instructions”"). 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 5.1 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act), will be given by the Company to its transfer agent and that the Warrant 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 Registration Rights Agreement. Nothing in this Section 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 upon resale of the Securities. If a Purchaser Buyer provides the Company with an opinion of counsel, reasonably satisfactory to the Company in a generally acceptable form, to the effect substance and scope, that registration of a public sale, assignment or transfer resale by such Buyer of any of the Warrant Shares may be made without registration Securities is not required under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrant 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 sold1933 Act, the Company shall 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 such Purchaser and without any restrictive legendBuyer. The Company acknowledges that a breach by it of its obligations under this Section 3.16 hereunder will cause irreparable harm to the Purchasers Buyers' by vitiating obliterating 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 3.16 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16Section, that the Purchasers Buyers 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. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants in the form of Exhibit E F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Warrant Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.1 of this Agreement5.1. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 3.11 will be given by the Company to its transfer agent and that 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. If a Purchaser provides the Company with an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that a public sale, assignment or transfer of the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the such Warrant 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 permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 3.11 will cause irreparable harm to the Purchasers 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 3.16 3.11 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.163.11, that the 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.