The Company consents to the Seller’s sale of the Seller Securities (as defined in the Agreement) to the Purchaser provided for herein. The Company agrees and acknowledges that the 440 shares of the Company’s Series F Convertible Preferred Stock portion of the Seller Securities were never certificated and upon the delivery of the Receipt (as defined in the Agreement) such portion of the Seller Securities set forth in the Receipt shall be transferred to the Purchaser. In the event less than the full Note portion of the Seller Securities is being transferred the Company agrees to reissue the Note in two parts in accordance with the proportion set forth in the Receipt.