Common use of Adjustment Due to Merger, Consolidation, Etc Clause in Contracts

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesthis Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the NotesNote, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty ten (3010) days prior written notice (but in any event at least fifteen five (155) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b)Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company’s common stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock the Company’s common stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect any transaction described in this Section 1.6(b) 2.3 unless (a) it first gives, to the extent practicable, thirty ten (3010) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of this Section 1.6(b)2.3. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when all or any portion of this Note is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect any transaction described in this Section 1.6(b3(a) unless (a) it first gives, to the extent practicable, thirty (30) days Business Days prior written notice (but in any event at least fifteen (15) days Business Days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of this Section 1.6(b3(a). The above These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty fifteen (3015) days prior written notice (but in any event at least fifteen ten (1510) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesthis Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction at the Exercise Price without adjustment for any reason, including but not limited to default (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the NotesWarrants are outstanding, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Company with any other corporation (other than a merger in which the same Company is the surviving or a different number of shares of another class or classes of continuing corporation and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Company or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property, then the Holder holders of this Note shall Warrants shall, upon being given at least thirty (30) days prior written notice of such transaction, thereafter have the right to purchase and receive upon conversion exercise of this NoteWarrants, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, shares of stock and/or securities or assets which other property as may be issued or payable with respect to or in exchange for the Holder would have been entitled to receive in number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of Warrants held by such transaction holders had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holders of this Note the Warrants to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Warrant Price and of the number of shares issuable upon conversion exercise of the NoteWarrants) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(bsubsection (b) unless (ai) it first gives, to the extent practicable, each holder of Warrants has received written notice of such transaction at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approvethereto, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (bii) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations provisions of this Section 1.6(b)paragraph have been complied with. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Warrants outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesthis Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen seven (157) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the exchange of all of the NotesSeries A Preferred Stock, there shall will be any merger, consolidation, exchange of shares, recapitalization, reorganization, reorganization or other similar event, event as a result of which shares of Parent Common Stock of the Borrower shall will be changed converted or exchanged into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Parent or another entity, or in case of any there is a sale or conveyance of all or substantially all of the Parent's assets of the Borrower other than in connection with that is not deemed to be a plan of complete liquidation of the BorrowerLiquidation Event pursuant to Section 7(c), then the each Holder of this Note shall will thereafter have the right to receive upon conversion any exchange of this NoteSeries A Preferred Stock, upon the basis and upon the terms and conditions specified herein herein, and in lieu of the Parent Common Stock, that number of shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets other assets, as the case may be, which the such Holder would have been entitled to receive in such transaction had this Note all of such Holder's Series A Preferred Stock been converted in full exchanged immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall will be made with respect to the rights and interests of the Holder of this Note to the end Holders such that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price Exchange Rate and of the number of shares issuable upon conversion any exchange of the NoteSeries A Preferred Stock) shall will thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofexchange thereof. The Borrower shall Company will not affect effect any transaction described in this Section 1.6(b5(c)(ii) unless (aA) it first gives, to the extent practicable, thirty (30) gives 15 calendar days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall Holders will be entitled to convert this Note) exchange their Series A Preferred Stock into Parent Common Stock to the extent permitted hereby); and (bB) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument all of the obligations of the Company under this Certificate of Designation, including the obligation of this Section 1.6(b5(c)(ii). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time time, for clarification, the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock Sto ck immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time time, for clarification, the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the exchange of all of the NotesSeries B Preferred Stock, there shall will be any merger, consolidation, exchange of shares, recapitalization, reorganization, reorganization or other similar event, event as a result of which shares of Parent Common Stock of the Borrower shall will be changed converted or exchanged into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Parent or another entity, or in case of any there is a sale or conveyance of all or substantially all of the Parent's assets of the Borrower other than in connection with that is not deemed to be a plan of complete liquidation of the BorrowerLiquidation Event pursuant to Section 7(c), then the each Holder of this Note shall will thereafter have the right to receive upon conversion any exchange of this NoteSeries B Preferred Stock, upon the basis and upon the terms and conditions specified herein herein, and in lieu of the Parent Common Stock, that number of shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets other assets, as the case may be, which the such Holder would have been entitled to receive in such transaction had this Note all of such Holder's Series B Preferred Stock been converted in full exchanged immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall will be made with respect to the rights and interests of the Holder of this Note to the end Holders such that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price Exchange Rate and of the number of shares issuable upon conversion any exchange of the NoteSeries B Preferred Stock) shall will thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofexchange thereof. The Borrower shall Company will not affect effect any transaction described in this Section 1.6(b5(c)(ii) unless (aA) it first gives, to the extent practicable, thirty (30) gives 15 calendar days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall Holders will be entitled to convert this Note) exchange their Series B Preferred Stock into Parent Common Stock to the extent permitted hereby); and (bB) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument all of the obligations of the Company under this Certificate of Designation, including the obligation of this Section 1.6(b5(c)(ii). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this such Note is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower and other than to a wholly-owned subsidiary of the Borrower, then the Holder Lender of this such Note shall thereafter have the right to receive upon conversion of this such Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder Lender would have been entitled to receive in such transaction had this such Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Lender of this such Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b2(d)(vii)(B) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder Lender shall be entitled to convert this Notesuch Note or, if such transaction results in an Event of Default, declare such an Event of Default) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b2(d)(vii)(B). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a merger in which the same Corporation is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable (without giving effect to any limitations upon conversionconversion imposed by Article II.C), such shares of stock, securities and/or other property as may be issued or assets which payable with respect to or in exchange for the Holder would have been entitled to receive in such transaction had this Note been converted in full number of shares of Common Stock immediately prior to such transaction theretofore issuable upon conversion (without regard giving effect to any limitations on upon conversion set forth herein)imposed by Article II.C) had such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon conversion of the Notethis Debenture) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Paragraph B unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least ten (3010) days prior written notice (thereto, but in any event at least fifteen (15) days prior written notice) of on or before the record date of for the special meeting determination of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of this Section 1.6(b). Paragraph B. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the Debentures outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) ), and (b) the resulting successor Holder hereof has an opportunity to participate in the transaction as if such Holder was a holder of common stock immediately prior to the closing of such transaction and receive the consideration paid to the other holders of Common Stock of the Company, or acquiring entity (if not have this Note assumed by the Borrower) assumes by written instrument acquirer giving effect to the obligations identical conversion price, at the election of this Section 1.6(b)the Holder hereof. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b1.7(b) unless (a) it first givesgives the Holder, to the extent reasonably practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture) (provided, that if such disclosure and written notice to Holder is subject to Section 4.8 of the Purchase Agreement concerning non-public information, Holder shall have first executed a confidentiality agreement as described in that Section) and (b) in the case of the consolidation, merger or other business combination of the Borrower with or into any other Person when the Borrower is not the survivor, the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b1.7(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all the Conversion of the Notesentire principal amount of this Debenture, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common GGD Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Company or another entity, entity or in case of any there is a sale or conveyance of all or substantially all the Company's assets or there is a change of control transaction with respect to which, in any such case, the Holder does not exercise its right to a Mandatory Redemption (as defined below) of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borroweroutstanding principal hereof, then the Holder of this Note shall thereafter have the right to receive upon conversion Conversion of the principal amount of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common GGD Stock immediately theretofore issuable upon conversion, such stock, securities or assets and/or other assets, if any, which the Holder would have been entitled to receive in such transaction had this Note such principal amount been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(bparagraph 2(c) unless (ai) it first gives, gives to the extent practicable, thirty (30) days Holder prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization reorganization, redemption or other similar event, and makes a public announcement of such event or sale of assets (during which at the same time the Holder shall be entitled to convert this Note) that it gives such notice and (bii) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of the Company under this Section 1.6(bDebenture, including the terms of this paragraph 2(c). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Secured Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar eventevent other than in connection with a change of the jurisdiction of domestication of the Borrower, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the this Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the Conversion of the entire principal amount of this Debenture, or payment in full of all of amounts payable by the NotesCorporation hereunder, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entityentity (an "Exchange Transaction"), then (A) the Holder shall have the right to receive, with respect to any shares of Common Stock then held by the Holder, or in case which the Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by the Holder (and without regard to whether such shares contain a restrictive legend or are freely- tradable), the same amount and type of any sale or conveyance consideration (including without limitation, stock, securities and/or other assets) and on the same terms as the Holder of all or substantially all shares of the assets of the Borrower other than Common Stock would be entitled to receive in connection with a plan the consummation of complete liquidation such Exchange Transaction (the "Exchange Consideration"), (B) the Holder shall have the right to exchange all or part of this Debenture for the BorrowerExchange Consideration, then on the same terms as the Holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction, in an amount that the Holder would have been entitled to receive had this Note Debenture been converted immediately prior to such Exchange Transaction at the Conversion Price then in effect (without giving effect to any limitations on such Conversion contained herein or otherwise), and (C) to the extent that the Holder has not exercised its right under clause (B) to exchange this Debenture for the Exchange Consideration, upon the Conversion of this Debenture occurring after consummation of such Exchange Transaction (a "Subsequent Conversion"), the Holder shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets Exchange Consideration which the Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard Exchange Transaction at the Conversion Price applicable to any limitations on conversion set forth herein)such Subsequent Conversion, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofConversion of this Debenture. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Exchange Transaction unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this Section 1.6(bsubparagraph 4(c). The above provisions shall similarly apply to successive consolidations, mergersand under the Purchase Agreement, salesthe Mortgage, transfers or share exchangesthe Warrant and the Registration Rights Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b1.5(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b1.5(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to the conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Corporation shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Corporation other than in connection with a plan of complete liquidation of the BorrowerCorporation, then the Holder of this Note shall thereafter have the right to receive upon conversion of this NoteDebenture (and upon exercise of the Investment Options), upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionconversion (and upon exercise of the Investment Options), such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted (and had the Investment Options been exercised) in full immediately prior to such transaction (without regard to any limitations on conversion set forth contained herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon conversion of this Debenture (and upon exercise of the NoteInvestment Options)) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofof this Debenture (and upon exercise of the Investment Options). The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) subparagraph 2 unless (ai) it first gives, to the extent practicablepractical, thirty (30) days days' prior written notice (but in any event at least fifteen (15) business days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) Debenture (and exercise the Investment Options)), which notice shall be given concurrently with the first public announcement of such transaction, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder (including under this Section 1.6(bsubparagraph 2). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and the Series B Preferred Stock are outstanding and prior to conversion of all of the NotesSeries B Preferred Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Notethe Series B Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note the Series B Preferred Stock been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteSeries B Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect any transaction described in this Section 1.6(b) section unless (a) it first gives, to the extent practicable, thirty ten (3010) days prior written notice (but in any event at least fifteen five (155) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Notethe Series B Preferred Stock) and (b) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the rights, preferences afforded to the Holders of the Series B Preferred Stock hereunder and obligations of this Section 1.6(b)set forth herein. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to the conversion of all of the NotesSeries B Preferred Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrowerproperty, then the Holder each holder of this Note shall Series B Preferred Stock shall, upon being given at least ten (10) business days advance written notice of such transaction, thereafter have the right to receive upon conversion of this Notepurchase and receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, shares of stock and/or securities or assets which the Holder other property as would have been entitled issuable or payable with respect to receive or in exchange for the number of shares of Common Stock purchasable and receivable upon the conversion of Series B Preferred Stock held by such transaction had this Note been converted in full holder immediately prior to such transaction (without regard to any limitations on conversion set forth herein)the merger, and in any such case appropriate consolidation, exchange of shares, recapitalization or reorganization. Appropriate provisions shall be made with respect to the rights and interests of the Holder holders of this Note the Series B Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(b) subsection unless (a1) it first gives, to the extent practicable, thirty each holder of Series B Preferred Stock has been given at least ten (3010) business days prior advance written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approvesuch transaction, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b2) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations obligation to deliver to the holders of the Series B Preferred Stock such shares of stock and/or securities or other property as the holders of the Series B Preferred Stock would be entitled to receive pursuant to this Section 1.6(b6(f). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the Conversion of all of the NotesSeries C Preferred Shares, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, reorganization or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entity, entity or in case of any there is a sale or conveyance of all or substantially all the Corporation's assets or there is a Change of Control Transaction (as defined below) with respect to which, in any such case, a Holder does not exercise its right to a Mandatory Redemption (as defined below) of the assets of the Borrower other than in connection with a plan of complete liquidation of the BorrowerSeries C Preferred Stock, then the such Holder of this Note shall thereafter have the right to receive upon conversion Conversion of this NoteSeries C Preferred Shares, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionConversion, such stock, securities or assets and/or other assets, if any, which the such Holder would have been entitled to receive in such transaction had this Note such shares been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the such Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(bsubsection 5(c) unless (ai) it first gives, gives to the extent practicable, thirty (30) days each Holder prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization reorganization, redemption or other similar event, and makes a public announcement of such event or sale of assets (during which at the same time the Holder shall be entitled to convert this Note) that it gives such notice and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this Section 1.6(bsubsection 5(c). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock securities of the Borrower shall be changed into the same or a different number of shares and warrants of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall shal1 thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock Shares and Warrants immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or of assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described descried in this Section 1.6(b) unless (ai) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (bii) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when all or any portion of this Note is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of sharesunits, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock Class B Units of the Borrower Company shall be changed into the same or a different number of shares units of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock Class B Units immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect any prepayment of this Note or any transaction described in this Section 1.6(b5(a) unless (a) it first gives, to the extent practicable, thirty five (305) days Business Days prior written notice of (but in any event at least fifteen x) the date of prepayment or (15y) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of sharesunits, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) unless this Note is being prepaid, the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of this Section 1.6(b5(a). The above These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. IfSubject to Article -------------------------------------------- I.A.(vii), (viii) and (ix), if, at any time when this Note is issued and Notes are outstanding and prior to the conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the BorrowerBorrower (each, a "Change of Control Transaction"), then the Holder holders of this Note Notes shall thereafter have the right to receive upon conversion of this Notethe Notes, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder holders of Notes would have been entitled to receive in such transaction had this Note the Notes been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth contained herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holders of this Note Notes to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon conversion of the NoteNotes) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofof Notes. The Borrower shall not affect effect any transaction described in this Section 1.6(bsubsection (b) unless (a) it first gives, to the extent practicablepractical, thirty (30) days days' prior written notice (but in any event at least fifteen (15) business days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the BorrowerBorrower (each, a "CHANGE OF CONTROL TRANSACTION"), then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein, including but not limited to without regard to the 4.99% Limitation), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b1.5(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) business days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture) and (b) the resulting successor or acquiring entity (if not the Borrower) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such Change of Control Transaction, assumes by written instrument the obligations of this Debenture, including this Section 1.6(b1.5(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the -------------------------------------------- Conversion of all of the NotesPreferred Shares, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrowerentity (an "Exchange Transaction"), then such -------------------- Holder shall (A) upon the Holder consummation of this Note shall thereafter such Exchange Transaction, have the right to receive upon conversion of this Notereceive, upon the basis and upon the terms and conditions specified herein and in lieu of the with respect to any shares of Common Stock immediately theretofore issuable upon conversionthen held by such Holder, or which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and type of consideration (including without limitation, stock, securities or assets and/or other assets) and on the same terms as a holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction (the "Exchange Consideration"), and (B) upon the ---------------------- Conversion of Preferred Shares occurring subsequent to the consummation of such Exchange Transaction (a "Subsequent Conversion"), have --------------------- the right to receive the Exchange Consideration which the such Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note such shares been converted in full immediately prior to such transaction (without regard Exchange Transaction at the Conversion Price applicable on the Conversion Date relating to any limitations on conversion set forth herein)such Subsequent Conversion, and in any such case appropriate provisions shall be made with respect to the rights and interests of the such Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofConversion of such Preferred Shares. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Exchange Transaction unless (ai) it first gives, gives to the extent practicable, thirty each Holder twenty (3020) days prior written notice of such Exchange Transaction (but in any an "Exchange Notice"), and --------------- makes a public announcement of such event at least fifteen the same time that it gives such notice (15) days prior written notice) it being understood that the filing by the Corporation of a Form 8-K for the purpose of disclosing the anticipated consummation of the record date Exchange Transaction shall constitute an Exchange Notice for purposes of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Noteprovision) and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this Section 1.6(bsubparagraph 6(c). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchangesand under the Securities Purchase Agreement and the Registration Rights Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the NotesNote, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) five days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b)Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(b2(f)(ii) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to may, if approval of the Company’s shareholders has been obtained, convert this Note) and (b) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of this Section 1.6(b2(f)(ii). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and If prior to conversion of all the Conversion of the Notesentire principal amount of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common GTR Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Company or another entity, entity or in case of any there is a sale or conveyance of all or substantially all the Company's assets or there is a change of control transaction with respect to which, in any such case, the Holder does not exercise its right to a Mandatory Redemption (as defined below) of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borroweroutstanding principal hereof, then the Holder of this Note shall thereafter have the right to receive upon conversion Conversion of the principal amount of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common GTR Stock immediately theretofore therefore issuable upon conversion, such stock, securities or assets and/or other assets, if any, which the Holder would have been entitled to receive in such transaction had this Note such principal amount been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(bsubsection 4(c) unless (ai) it first gives, gives to the extent practicable, thirty (30) days Holder prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization reorganization, redemption or other similar event, and makes a public announcement of such event or sale of assets (during which time at the Holder shall be entitled to convert this Note) same that it gives such notice and (bii) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of the Company under this Section 1.6(bNote, including the terms of this subsection 4(c). The above provisions Nothing contained herein shall similarly apply to successive consolidations, mergers, sales, transfers prevent the Company from issuing additional series or share exchangesclasses of its common stock as long as any such issuance does not result in dilution (as contemplated by this paragraph 4(c)) of the shares of GTR Stock then outstanding.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note there shall be (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is issued the surviving or continuing entity and outstanding and prior to conversion its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the Notesassets of the Corporation or (iv) any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, there then the Holder shall thereafter have the right to receive upon conversion, in lieu of the shares of Common Stock and Warrants immediately theretofore issuable, such shares of stock, securities and/or other property as may be any issued or payable with respect to or in exchange for the number of shares of Common Stock and Warrants immediately theretofore issuable upon conversion had such merger, consolidation, exchange of shares, recapitalization, reorganization, reorganization or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)event not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Common Stock and Warrants issuable upon conversion of the Notethis Debenture) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Paragraph C unless (ai) it first gives, to the extent practicable, Holder has received written notice of such transaction at least thirty (30) days prior written notice (thereto, but in any no event at least fifteen later than ten (1510) days prior written notice) of to the record date of for the special meeting determination of shareholders entitled to approvevote with respect thereto; provided, or if there is no such record datehowever, that the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time Corporation shall not be required to disclose any material inside information to the Holder shall be entitled prior to convert this Note) the public disclosure thereof, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of this Section 1.6(b)Debenture. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the Debentures outstanding and the Warrants issuable upon conversion thereof as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a merger in which the same Corporation is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each, a "Major Transaction"), then the Holder of this Note shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionissuable, such the greater of, as determined by the Holder in its sole discretion, (i) the number of shares of stock, securities and/or other property of the Company, or assets of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a Holder of the Holder number of shares of Common Stock delivered upon conversion of such Debentures would have been entitled to receive in upon such transaction Major Transaction had this Note been converted in full immediately prior to such transaction the Holder exercised its right of conversion (without regard to any limitations on conversion set forth herein)herein contained) on the trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of such Major Transaction, and in the Company shall make lawful provision therefor as a part of such Major Transaction; and (ii) 125% of the principal amount of such Debenture plus any such case appropriate provisions shall be made accrued and unpaid interest thereon and any Conversion Default payment payable with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof thereto in cash. No sooner than ten (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note10) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless days nor later than five (a) it first gives, to the extent practicable, thirty (305) days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice (but "Notice of Major Transaction") to each Holder, which Notice of Major Transaction shall be deemed to have bene delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which such Holder would receive under clause (i) of this Article IX.C. If the Major Transaction Consideration does not consist entirely of United States currency, such Holder may elect to receive United States currency in any event at least fifteen an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (155) days prior written notice) of the record date Holder's receipt of the special meeting Notice of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchangesMajor Transaction.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note there shall be (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is issued the surviving or continuing entity and outstanding and prior to conversion its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the Notesassets of the Corporation or (iv) any share exchange pursuant to which all of the outstanding shares of Class A Common Stock are converted into other securities or property, there then the Holder shall thereafter have the right to receive upon conversion, in lieu of the shares of Class A Common Stock immediately theretofore issuable, such shares of stock, securities and/or other property as may be any issued or payable with respect to or in exchange for the number of shares of Class A Common Stock immediately theretofore issuable upon conversion had such merger, consolidation, exchange of shares, recapitalization, reorganization, reorganization or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)event not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Class A Common Stock issuable upon conversion of the Notethis Debenture) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Paragraph C unless (ai) it first gives, to the extent practicable, Holder has received written notice of such transaction at least thirty (30) days prior written notice (thereto, but in any no event at least fifteen later than ten (1510) days prior written notice) of to the record date of for the special meeting determination of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of this Section 1.6(b)Debenture. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Class A Common Stock authorized and available for issuance upon conversion of the Debentures outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a migratory merger effected solely for the same or a different number purpose of shares changing the jurisdiction of another class or classes of stock or securities incorporation of the Borrower Corporation and other than a merger in which the Corporation is the surviving or another entitycontinuing entity and its authorized capital stock is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "CORPORATE CHANGE"), then the Holder of this Note Holders shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.C) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy-five (3075) days prior written notice (thereto, but in any no event at least fifteen later than twenty (1520) days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.the Corporation under this

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the NotesNote, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Default Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b1.6(d). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesthis Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. hereof The Borrower shall not affect any transaction described in this Section 1.6(bl.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, of such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(bl.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b1.5(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.of

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the Conversion of all of the NotesPreferred Shares, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entityentity (an "Exchange Transaction"), then such Holder shall (A) upon the closing of such Exchange Transaction, have the right to receive, with respect to any shares of Common Stock then held by such Holder, or in case which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder, (and without regard to whether such shares contain a restrictive legend or are freely-tradable) the same amount and type of any sale or conveyance consideration (including without limitation, stock, securities and/or other assets) and on the same terms as a holder of all or substantially all shares of the assets of the Borrower other than Common Stock would be entitled to receive in connection with a plan such Exchange Transaction (the "Exchange Consideration"), and (B) upon the Conversion of complete liquidation Preferred Shares occurring subsequent to the closing of the Borrowersuch Exchange Transaction, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, Exchange Consideration which such stock, securities or assets which the Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note such shares been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)Exchange Transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the such Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) Conversion of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchangesPreferred Shares.

Adjustment Due to Merger, Consolidation, Etc. If, If at any time when this Note the Debenture is issued and outstanding and prior to conversion of all of the Notesissued, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Shares shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, entity or in case of any there is a sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the BorrowerCompany's assets, then the Holder of this Note shall thereafter have the right to receive upon conversion or redemption of this Notethe Debenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock Shares immediately theretofore issuable upon conversionconversion or redemption, such stockCommon Stock, securities or and/or other assets which the Holder holder would have been entitled to receive in such transaction had this Note the Debenture been converted in full and redeemed immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Holders to the end that the provisions hereof (including, without limitation, limitation provisions for adjustment of the Conversion Price and of the number of shares Shares issuable upon conversion or redemption of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(b) subsection 7.C. unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least gives fifteen (15) days prior written notice) notice of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization reorganization, or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(bits Debentures into Shares). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all in full of the NotesDebenture, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all ail of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, . such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a migratory merger effected solely for the same or a different number purpose of shares changing the jurisdiction of another class or classes of stock or securities incorporation of the Borrower Corporation and other than a merger in which the Corporation is the surviving or another entitycontinuing entity and its authorized capital stock is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "CORPORATE CHANGE"), then the Holder of this Note Holders shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.C.) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy-five (3075) days prior written notice thereto, but, in no event prior to the public disclosure thereof and not later than twenty (but in any event at least fifteen (1520) days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation under this Section 1.6(b)Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Prepaid Warrants outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all the Conversion of the Notesentire principal amount of this Debenture, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrowerentity (an "Exchange Transaction"), then the Holder shall (A) upon the consummation of this Note shall thereafter such Exchange Transaction, have the right to receive, with respect to any shares of Common Stock then held by the Holder, or which the Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by the Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and type of consideration (including without limitation, stock, securities and/or other assets) and on the same terms as a holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction (the "Exchange Consideration"), and (B) upon the Conversion of principal hereof occurring subsequent to the consummation of such Exchange Transaction (a "Subsequent Conversion"), have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets Exchange Consideration which the Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note such principal been converted in full immediately prior to such transaction (without regard Exchange Transaction at the Conversion Price applicable to any limitations on conversion set forth herein)such Subsequent Conversion, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.provisions

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the Conversion of all of the NotesPreferred Shares, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entityentity (an "Exchange Transaction"), then such Holder shall (A) upon the consummation of such Exchange Transaction, have the right to receive, with respect to any shares of Common Stock then held by such Holder, or in case which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and type of any sale or conveyance consideration (including without limitation, stock, securities and/or other assets) and on the same terms as a holder of all or substantially all shares of the assets of the Borrower other than Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction (the "Exchange Consideration"), and (B) upon the Conversion of Preferred Shares occurring subsequent to the consummation of such Exchange Transaction (a plan of complete liquidation of the Borrower"Subsequent Conversion"), then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, Exchange Consideration which such stock, securities or assets which the Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note such shares been converted in full immediately prior to such transaction (without regard Exchange Transaction at the Conversion Price applicable on the Conversion Date relating to any limitations on conversion set forth herein)such Subsequent Conversion, and in any such case appropriate provisions shall be made with respect to the rights and interests of the such Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofConversion of such Preferred Shares. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Exchange Transaction unless (ai) it first gives, gives to the extent practicable, thirty each Holder twenty (3020) days prior written notice of such Exchange Transaction (but in any an "Exchange Notice"), and makes a public announcement of such event at least fifteen the same time that it gives such notice (15) days prior written notice) it being understood that the filing by the Corporation of a Form 8-K for the purpose of disclosing the anticipated consummation of the record date Exchange Transaction shall constitute an Exchange Notice for purposes of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Noteprovision) and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this Section 1.6(bsubparagraph 6(c). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchangesand under the Securities Purchase Agreement and the Registration Rights Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesIssuance Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganization, the outstanding shares of Ordinary Shares (other than a change in nominal or other similar event, as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Company with any other entity (other than a merger in which the same Company is the surviving or a different number of shares of another class or classes of stock or securities of the Borrower or another entitycontinuing entity and its share capital is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Company or (iv) any share exchange pursuant to which all of the Borroweroutstanding Ordinary Shares are converted into other securities or property (each of (i) - (iv) above being a "CORPORATE CHANGE"), then the Holder holders of this Note Series B Preferred Shares shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the Ordinary Shares otherwise issuable, the greater of, as determined by each holder in its sole discretion, (i) the number of shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities and/or other property of the Company, or assets of the entity resulting from such Corporate Change (the "Corporate Change Consideration"), to which a holder of the Holder number of Ordinary Shares delivered upon conversion would have been entitled to receive in upon such transaction Corporate Change had this Note been converted in full immediately prior to such transaction the holder exercised its right of conversion (without regard to any limitations on conversion set forth herein)herein contained) on the trading date immediately preceding the public announcement of the transaction resulting in such Corporate Change and had such Ordinary Shares been issued and outstanding and had such holder been the holder of record of such Ordinary Shares at the time of such Corporate Change, and in any the Company shall make lawful provision therefor as a part of such case appropriate provisions shall be made with respect to the rights Corporate Change; and interests (ii) 125% of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment Designated Amount of the Conversion Price and shares of the number of shares issuable upon conversion of the NoteSeries B Preferred Shares being converted in cash. No sooner than ten (10) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless days nor later than five (a) it first gives, to the extent practicable, thirty (305) days prior to the consummation of the Corporate Change, but not prior to the public announcement of such Corporate Change, the Company shall deliver written notice (but "Notice of Corporate Change") to each holder, which Notice of Corporate Change shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Corporate Change. Such Notice of Corporate Change shall indicate the amount and type of the Corporate Change Consideration which such holder would receive under clause (i) of this paragraph B. If the Corporate Change Consideration does not consist entirely of United States currency, such holder may elect to receive United States currency in any event at least fifteen an amount equal to the value of the Corporate Change Consideration in lieu of the Corporate Change Consideration by delivering notice of such election to the Company within five (155) days prior written notice) of the record date holder's receipt of the special meeting Notice of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchangesCorporate Change.

Adjustment Due to Merger, Consolidation, Etc. IfWith respect to each share of New Preferred Stock, if, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange of shares, recapitalization, reorganizationreclassification or change of the outstanding shares of Common Stock (but not of such share of New Preferred Stock), other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of a transaction causing an adjustment pursuant to Article X.A.; (ii) any Change of Control or any merger, conversion, consolidation or other business combination, in each case pursuant to which the Common Stock (but not such share of New Preferred Stock) is converted into or exchanged for capital stock or other securities of the Corporation or any subsidiary of the Corporation or any other person (or the right to receive any such stock or securities) or into any property (including, without limitation, cash and the right to receive cash or other property) or any combination of the foregoing; or (iii) any share exchange pursuant to which all of the outstanding shares of Common Stock (but not such share of the Borrower shall be changed New Preferred Stock) are converted into the same or a different number of shares of another class or classes of exchanged for capital stock or other securities of the Borrower Corporation or another entity, or in case of any sale or conveyance of all or substantially all subsidiary of the assets Corporation or any other person (or the right to receive any such securities) or into any property (including, without limitation, cash and the right to receive cash or other property) or into any combination of the Borrower other than in connection with foregoing (each of (i) — (iii) above being a plan of complete liquidation of the Borrower“Corporate Change”), then the Holder holder of this Note such share of New Preferred Stock shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction Corporate Change if such share of New Preferred Stock had this Note been converted in full into Common Stock immediately prior to such transaction (Corporate Change without regard to any taking into account the limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofArticle IV. The Borrower Corporation shall not affect effect any Corporate Change unless: (i) each holder of New Preferred Stock has received written notice of such transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) at least 20 days prior written notice (thereto, but in any no event at least fifteen (15) later than 10 days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Notevote with respect thereto; (ii) the Requisite Holders approve (by vote or written consent, as provided by the DGCL) such transaction in writing or at a meeting; and (biii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument (in form and substance reasonable satisfactory to the Requisite Holders) the obligations of this Section 1.6(b)Certificate of Designations. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of New Preferred Stock outstanding as of the date of such transaction, and shall similarly apply to successive recapitalizations, changes, conversions, combinations, reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesthis Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Maker shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Maker or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Maker other than in connection with a plan of complete liquidation of the BorrowerMaker, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Maker shall not affect any transaction described in this Section 1.6(b3.6(a) unless (a) it first gives, to the extent practicable, thirty ten (3010) days prior written notice (but in any event at least fifteen five (155) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the BorrowerMaker) assumes by written instrument the obligations of this Section 1.6(b)Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(bl.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(bl.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a migratory merger effected solely for the same or a different number purpose of shares changing the jurisdiction of another class or classes of stock or securities incorporation of the Borrower Corporation and other than a merger in which the Corporation is the surviving or another entitycontinuing entity and its authorized capital stock is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "CORPORATE CHANGE"), then the Holder of this Note Holders shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.C) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy- five (3075) days prior written notice (thereto, but in any no event at least fifteen later than twenty (1520) days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation under this Section 1.6(b)Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Prepaid Warrants outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, If at any time when this Note is issued and outstanding and prior to conversion of all of on or after the Notes, Closing Date there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a merger in which the same Corporation is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i)-(iv) above being a "CORPORATE CHANGE"), then the Holder of this Note shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionissuable, such shares of stock, securities securities, cash and/or other property as may be issued or assets payable in such Corporate Change with respect to or in exchange for the number of shares of Common Stock which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.D) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall shall, if relevant, thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Paragraph C unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy-five (3075) days prior written notice to the earlier of (but in any event at least fifteen (15x) days prior written notice) of the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto and (by) the proposed date of consummation of such transaction; and (ii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes (or agrees to assume) by written instrument the obligations of this Section 1.6(b)Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Warrants outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notesthis Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. For the avoidance of doubt, (i) no adjustment pursuant to this Section 1.6(b) shall be made if prepayment in full of this Note occurs prior to, or upon consummation of, any transaction that would require adjustment pursuant to this Section 1.6(b), and (ii) the provisions of this Section 1.6(b) shall not impact the Company’s right to prepay the Note at any time and from time to time, including prior to, or upon consummation of, any transaction that would require adjustment pursuant to this Section 1.6(b), in each case subject to the Holders right to convert this Note.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Purchase Option is issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Class A Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock Stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder Optionholders of this Note Purchase Option shall thereafter have the right to receive upon conversion exercise of this Notethe Optionholders’ Purchase Option, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Class A Common Stock immediately theretofore issuable upon conversionexercise, such stockStock , securities or assets which the Holder holder would have been entitled to receive in such transaction had this Note the Optionholders’ Purchase Option been converted exercised in full immediately prior to such transaction (without regard to any limitations on conversion exercise set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this Note the Optionholders’ Purchase Option to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Option Price and of the number of shares issuable upon conversion exercise of the NotePurchase Option) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b2(d)(i) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder holder shall be entitled to convert this Note) the Optionholders’ Purchase Option notwithstanding Section 2(d)(iii)), and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b2(d)(i). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesFirst Closing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a migratory merger effected solely for the same or a different number purpose of shares changing the jurisdiction of another class or classes of stock or securities incorporation of the Borrower Corporation and other than a merger in which the Corporation is the surviving or another entitycontinuing entity and its authorized capital stock is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "Corporate Change"), then the Holder of this Note Holders shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.C.) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy-five (3075) days prior written notice (thereto, but in any no event at least fifteen later than twenty (1520) days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation under this Section 1.6(b)Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Prepaid Warrants outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the Conversion of all of the NotesPreferred Shares, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entityentity (an "Exchange Transaction"), then such Holder shall (A) upon the closing of such Exchange Transaction, have the right to receive, with respect to any shares of Common Stock then held by such Holder, or in case which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder, (and without regard to whether such shares contain a restrictive legend or are freely-tradable) the same amount and type of any sale or conveyance consideration (including without limitation, stock, securities and/or other assets) and on the same terms as a holder of all or substantially all shares of the assets of the Borrower other than Common Stock would be entitled to receive in connection with a plan such Exchange Transaction (the "Exchange Consideration"), and (B) upon the Conversion of complete liquidation Preferred Shares occurring subsequent to the closing of the Borrowersuch Exchange Transaction, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, Exchange Consideration which such stock, securities or assets which the Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note such shares been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)Exchange Transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the such Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Notea Conversion) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofConversion of such Preferred Shares. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Exchange Transaction unless (ai) it first gives, gives to the extent practicable, thirty each Holder twenty (3020) days prior written notice of such Exchange Transaction (but in any an "Exchange Notice"), and makes a public announcement of such event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no same time that it gives such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) notice and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this Section 1.6(bsubparagraph 5(c). The above provisions shall similarly apply , and any other agreement relating to successive consolidations, mergers, sales, transfers or share exchangesthe rights of Holders.

Adjustment Due to Merger, Consolidation, Etc. If, If at any time when this Note is issued and outstanding and prior to conversion of all of on or --------------------------------------------- after the Notes, Issue Date there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a merger in which the same Corporation is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i)-(iv) above being a "Corporate Change"), then the Holder of this Note shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionissuable, such shares of stock, securities securities, cash and/or other property as may be issued or assets payable in such Corporate Change with respect to or in exchange for the number of shares of Common Stock which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction issuable upon conversion (without regard giving effect to any the limitations on conversion set forth herein)contained in Article IV.C ) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon conversion of the Notethis Debenture) shall shall, if relevant, thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Paragraph C unless (ai) it first gives, to the extent practicable, Holder has received written notice of such transaction at least thirty (30) days prior written notice (thereto, but in any no event at least fifteen later than ten (1510) days prior written notice) of to the record date of for the special meeting determination of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes (or agrees to assume) by written instrument the obligations of this Section 1.6(b)Debenture. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the Debentures outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesIssue Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a merger in which the same Corporation is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "Corporate Change"), then the Holder Holders of this Note the Notes shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon conversion (without regard giving effect to any the limitations on conversion set forth herein)contained in Article III.D) had such Corporate Change not taken place, and in any such case case, appropriate provisions (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Notes then outstanding) shall be made with respect to the rights and interests of the Holder Holders of this Note the Notes to the end that the economic value of the Notes are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, provisions for in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Corporation, an immediate adjustment of the Conversion Price and so that the Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the number of shares issuable upon conversion surviving entity's common stock that existed between the Conversion Price and the value of the NoteCorporation's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to each Holder of the extent practicable, thirty (30) Notes has received written notice of such transaction at least 75 days prior written notice (thereto, but in any no event at least fifteen (15) later than 20 days prior written notice) of to the record date of for the special meeting determination of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Notes then outstanding) the obligations of this Section 1.6(b)the Notes. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the Notes outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.be

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect effect any transaction described in this Section 1.6(b) unless (ai) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture) and (bii) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion the Conversion of the entire principal amount of this Debenture, or payment in full of all of amounts payable by the NotesCorporation hereunder, there shall be any merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Borrower Corporation or another entityentity (an "Exchange Transaction"), then (A) the Holder shall have the right to receive, with respect to any shares of Common Stock then held by the Holder, or in case which the Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by the Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and type of any sale or conveyance consideration (including without limitation, stock, securities and/or other assets) and on the same terms as the Holder of all or substantially all shares of the assets of the Borrower other than Common Stock would be entitled to receive in connection with a plan the consummation of complete liquidation such Exchange Transaction (the "Exchange Consideration"), (B) the Holder shall have the right to exchange all or part of this Debenture for the BorrowerExchange Consideration, then on the same terms as the Holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction, in an amount that the Holder would have been entitled to receive had this Note Debenture been converted immediately prior to such Exchange Transaction at the Conversion Price then in effect (without giving effect to any limitations on such Conversion contained herein or otherwise), and (C) to the extent that the Holder has not exercised its right under clause (B) to exchange this Debenture for the Exchange Consideration, upon the Conversion of this Debenture occurring after consummation of such Exchange Transaction (a "Subsequent Conversion"), the Holder shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets Exchange Consideration which the Holder would have been entitled to receive in connection with such transaction Exchange Transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard Exchange Transaction at the Conversion Price applicable to any limitations on conversion set forth herein)such Subsequent Conversion, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, applicable as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofConversion of this Debenture. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Exchange Transaction unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this Section 1.6(bsubparagraph 4(c). The above provisions shall similarly apply to successive consolidations, mergersand under the Purchase Agreement, salesthe Deed of Trust, transfers or share exchangesthe Warrant and the Registration Rights Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a migratory merger effected solely for the same or a different number purpose of shares changing the jurisdiction of another class or classes of stock or securities incorporation of the Borrower Corporation and other than a merger in which the Corporation is the surviving or another entitycontinuing entity and its authorized capital stock is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "CORPORATE CHANGE"), then the Holder of this Note Holders shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.C.) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy-five (3075) days prior written notice thereto, but, in no event prior to the public disclosure thereof and not later than twenty (but in any event at least fifteen (1520) days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation under this Section 1.6(b)Warrant. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers regardless of whether or share exchanges.not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Prepaid Warrants

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) ), and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after --------------------------------------------- the NotesFirst Closing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a merger in which the same Corporation is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Borrower or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "Corporate Change"), then the Holder Holders of this Note the Debentures shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon conversion (without regard giving effect to any the limitations on conversion set forth herein)contained in Article III.C) had such Corporate Change not taken place, and in any such case case, appropriate provisions (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Debentures then outstanding) shall be made with respect to the rights and interests of the Holder Holders of this Note the Debentures to the end that the economic value of the Debentures are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, provisions for in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Corporation, an immediate adjustment of the Fixed Conversion Price so that the Fixed Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity's common stock that existed between the Fixed Conversion Price and the value of the number of shares issuable upon conversion Corporation's Common Stock immediately prior to such Corporate Change and an immediate revision to the Variable Conversion Price so that it is determined as provided in Article II.H but based on the price of the Notecommon stock of the surviving entity and the market in which such common stock is traded) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofthereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to each holder of the extent practicable, thirty (30) Debentures has received written notice of such transaction at least 75 days prior written notice (thereto, but in any no event at least fifteen (15) later than 20 days prior written notice) of to the record date of for the special meeting determination of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Debentures then outstanding) the obligations of this Section 1.6(b)the Debentures. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the Debentures outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any any-securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is any of the Notes are issued and outstanding and prior to conversion of all of the Notesoutstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder each holder of this a Note shall thereafter have the right to receive upon conversion of this the holder's Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder holder would have been entitled to receive in such transaction had this the holder's Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this the holder's Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(b18(f)(i) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder holder shall be entitled to convert this Notethe holder's Note notwithstanding Section 18(a)(iii)) and (b) the resulting successor or acquiring entity (if not the BorrowerCompany) assumes by written instrument the obligations of this Section 1.6(b18(f)(i). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall s hall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter ther eafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (151 5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event e vent or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. IfWith respect to each share of New Preferred Stock, if, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange of shares, recapitalization, reorganizationreclassification or change of the outstanding shares of Common Stock (but not of such share of New Preferred Stock), other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of a transaction causing an adjustment pursuant to Article X.A., (ii) any Change of Control or any merger, conversion, consolidation or other business combination, in each case pursuant to which the Common Stock (but not such share of New Preferred Stock) is converted into or exchanged for capital stock or other securities of the Corporation or any subsidiary of the Corporation or any other person (or the right to receive any such stock or securities) or into any property (including, without limitation, cash and the right to receive cash or other property) or any combination of the foregoing, or (iii) any share exchange pursuant to which all of the outstanding shares of Common Stock (but not such share of the Borrower shall be changed New Preferred Stock) are converted into the same or a different number of shares of another class or classes of exchanged for capital stock or other securities of the Borrower Corporation or another entity, or in case of any sale or conveyance of all or substantially all subsidiary of the assets Corporation or any other person (or the right to receive any such securities) or into any property (including, without limitation, cash and the right to receive cash or other property) or into any combination of the Borrower other than in connection with foregoing (each of (i) — (iii) above being a plan of complete liquidation of the Borrower“Corporate Change”), then the Holder holder of this Note such share of New Preferred Stock shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction Corporate Change if such share of New Preferred Stock had this Note been converted in full into Common Stock immediately prior to such transaction (Corporate Change without regard to any taking into account the limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofArticle IV. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty (30) each holder of New Preferred Stock has received written notice of such transaction at least 20 days prior written notice (thereto, but in any no event at least fifteen (15) later than 10 days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Notevote with respect thereto, (ii) the Requisite Holders approve (by vote or written consent, as provided by the DGCL) such transaction in writing or at a meeting, and (biii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument (in form and substance reasonable satisfactory to the Requisite Holders) the obligations of this Section 1.6(b)Certificate of Designations. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of New Preferred Stock outstanding as of the date of such transaction, and shall similarly apply to successive recapitalizations, changes, conversions, combinations, reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstanding and prior to conversion of all of the NotesDebentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower Company other than in connection with a plan of complete liquidation of the BorrowerCompany, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the NoteDebenture) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower Company shall not affect effect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this NoteDebenture notwithstanding Section 1.1(c)) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.the

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Borrower shall be changed into Corporation with any other entity (other than a migratory merger effected solely for the same or a different number purpose of shares changing the jurisdiction of another class or classes of stock or securities incorporation of the Borrower Corporation and other than a merger in which the Corporation is the surviving or another entitycontinuing entity and its authorized capital stock is unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation Corporation or (iv) any share exchange pursuant to which all of the Borroweroutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "Corporate Change"), then the Holder of this Note Holders shall thereafter have the right to receive upon conversion of this Noteexercise hereof, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction had this Note Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been converted in full immediately prior to such transaction issuable upon exercise hereof (without regard giving effect to any the limitations on conversion set forth herein)contained in Article II.C.) had such Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Exercise Price and of the number of shares of Common Stock issuable upon conversion exercise of the Notethis Warrant) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofexercise thereof. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty Holder has received written notice of such transaction at least seventy-five (3075) days prior written notice (thereto, but in any no event at least fifteen later than twenty (1520) days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument the obligations of the Corporation under this Section 1.6(b)Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of the Prepaid Warrants outstanding as of the date of such transaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. IfWith respect to each share of Series E Preferred Stock, if, at any time when this Note is issued and outstanding and prior to conversion of all of after the NotesClosing Date, there shall be (i) any merger, consolidation, exchange of shares, recapitalization, reorganizationreclassification or change of the outstanding shares of Common Stock (but not of such share of Series E Preferred Stock), other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of a transaction causing an adjustment pursuant to Article VIII.A., (ii) any Change of Control or any merger, conversion, consolidation or other business combination, in each case pursuant to which the Common Stock (but not such share of Series E Preferred Stock) is converted into or exchanged for capital stock or other securities of the Corporation or any subsidiary of the Corporation or any other person (or the right to receive any such stock or securities) or into any property (including, without limitation, cash and the right to receive cash or other property) or any combination of the foregoing, or (iii) any share exchange pursuant to which all of the outstanding shares of Common Stock (but not such share of the Borrower shall be changed Series E Preferred Stock) are converted into the same or a different number of shares of another class or classes of exchanged for capital stock or other securities of the Borrower Corporation or another entity, or in case of any sale or conveyance of all or substantially all subsidiary of the assets Corporation or any other person (or the right to receive any such securities) or into any property (including, without limitation, cash and the right to receive cash or other property) or into any combination of the Borrower other than in connection with foregoing (each of (i) — (iii) above being a plan of complete liquidation of the Borrower"Corporate Change”), then the Holder holder of this Note such share of Series E Preferred Stock shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction Corporate Change if such share of Series E Preferred Stock had this Note been converted in full into Common Stock immediately prior to such transaction (Corporate Change without regard to any taking into account the limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereofArticle IV. The Borrower Corporation shall not affect effect any transaction described in this Section 1.6(b) Corporate Change unless (ai) it first gives, to the extent practicable, thirty (30) each holder of Series E Preferred Stock has received written notice of such transaction at least 20 days prior written notice (thereto, but in any no event at least fifteen (15) later than 10 days prior written notice) of to the record date for the determination of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be stockholders entitled to convert this Note) vote with respect thereto, and (bii) the resulting successor or acquiring entity (if not the BorrowerCorporation) assumes by written instrument (in form and substance reasonably satisfactory to the Series E Requisite Holders) the obligations of this Section 1.6(b)Certificate of Designations. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series E Preferred Stock outstanding as of the date of such transaction, and shall similarly apply to successive recapitalizations, changes, conversions, combinations, reclassifications, consolidations, mergers, sales, transfers or share exchanges.