It is the intention of the Company and TCA that TCA shall be able to sell (if TCA so elects, in TCA’s sole and absolute discretion) the IB Shares, and generate net proceeds (net of all brokerage commissions and other fees or charges payable by TCA in connection with the sale thereof) from such sale equal to the amount in Dollars that such IB Shares represented (i.e. if an installment payment in the amount of $27,777.78 is paid by issuance of IB Shares, it is intended that when such IB Shares are sold, the net proceeds generated from sale shall equal not less than $27,777.78). TCA shall have the right (but not an obligation) to sell the IB Shares in the Principal Trading Market or otherwise, at any time in accordance with applicable securities laws. At any time TCA elects, TCA may deliver to the Company a reconciliation statement showing the net proceeds actually received by TCA from the sale of the IB Shares issued to TCA from time to time (the “ Sale Reconciliation ”). If, as of the date of the delivery by TCA of the Sale Reconciliation, TCA has not realized net proceeds from the sale of such IB Shares equal to at least the amount in Dollars that such IB shares represented when initially issued, as shown on the Sale Reconciliation, then the Company shall immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to TCA in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued IB Shares for any given installment, TCA shall have received total net funds equal to the Dollars represented by each payment of an installment paid in IB Shares. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, TCA still has not received net proceeds equal to at least the amount in Dollars that such IB shares represented when initially issued, then the Company shall again be required to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to TCA as contemplated above, and such additional issuances shall continue until TCA has received net proceeds from the sale of such Common Stock equal to the Dollars represented by each payment of an installment paid in IB Shares. In the event TCA receives net proceeds from the sale of IB Shares equal to the IB Fee, and the Lender still has IB Shares remaining to be sold, TCA shall return all such remaining IB Shares to the Company. In the event additional Common Stock is required to be issued as outlined above, the Company shall instruct its Transfer Agent to issue certificates representing such additional shares of Common Stock to TCA immediately subsequent to TCA’s notification to the Company that additional shares of Common Stock are issuable hereunder, and the Company shall in any event cause its Transfer Agent to deliver such certificates to TCA within three (3) Business Days following the date TCA notifies the Company that additional shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to TCA within said three (3) Business Day period, same shall be an immediate default under the IB Agreement, the Credit Agreement, and the Loan Documents. Notwithstanding anything contained in this Section to the contrary, the Company shall have the right to redeem any IB Shares then in TCA’s possession for an amount payable by the Company to TCA in Dollars equal to the IB Fee, less any net cash proceeds received by TCA from any previous sales of IB Shares. Upon TCA’s receipt of such cash payment in accordance with the immediately preceding sentence, TCA shall return any then remaining IB Shares in its possession back to the Company. The Company’s obligation to pay the IB Fee, whether in cash or thru the sale of IB Shares, shall be an Obligation under the Credit Agreement, secured by all Loan Documents, and failure by the Company to pay such IB Fee in full as required by the IB Agreement and this Amendment shall be an immediate Event of Default under the IB Agreement, the Credit Agreement, and under the other Loan Documents.