Common use of Adjustments to Conversion Price Clause in Contracts

Adjustments to Conversion Price. (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time while this Debenture is outstanding subdivide the subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of its Common StockStock into a greater number of shares, the Conversion Price then in effect immediately before that prior to such subdivision shall will be proportionately decreased, and if reduced. If the Company shall at any time while this Debenture is outstanding combine the combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common StockStock into a smaller number of shares, the Conversion Price then in effect immediately before that prior to such combination shall will be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In Prior to the event consummation of any Organic Change (as defined below), the Company, at any time or from time Company will make appropriate provision (in form and substance satisfactory to time while this Debenture is outstanding, shall make or issuethe Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or fix a record date for in addition to, (as the determination of holders case may be) the shares of Common Stock entitled to receiveimmediately theretofore acquirable and receivable upon the conversion of this Holder's Series 1 Bridge Note, a dividend such shares of stock, securities, or other distribution assets as may be issued or payable with respect to the Company's Common Stock payable to, or in securities of the Company other than shares of Common Stockexchange for, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock immediately theretofore acquirable and receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this DebentureSeries 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion acquire. For purposes of this Debenture immediately before that change. (d) If while this Debenture is outstandingAgreement, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in "Organic Change" means any recapitalization, reorganization, reclassification, conversionconsolidation, exchange or cancellation of outstanding shares of Common Stock of the Company)merger, or the sale of all or substantially all of the Company's properties and assets to any another Person (as defined below), or other person, then, as similar transaction which is effected in such a part way that holders of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be Common Stock are entitled to receive (either directly or upon conversion of this Debenturesubsequent liquidation) stock, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Companysecurities, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 assets with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price exchange for Common Stock; and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmenta government or any department or agency thereof.

Adjustments to Conversion Price. (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.35.3 hereof), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If the Company shall If, at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture Note is outstanding, shall make or issue, or fix a record date for : (i) the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of Borrower effects any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company Borrower with or into another corporation Person, (other than a merger which does not result in ii) the Borrower effects any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company's properties and assets Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other personsecurities, thencash or property (in any such case, as a part “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Lender shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such mergerFundamental Transaction, consolidation the same kind and amount of securities, cash or sale, lawful provision shall be made so that the Holder shall thereafter be property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Lender shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this DebentureNote following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, during any successor to the period specified Borrower or surviving entity in this Debenture, such Fundamental Transaction shall issue to the number Lender a new note consistent with the foregoing provisions and evidencing the Lender's right to convert such note into Alternate Consideration. The terms of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, any agreement pursuant to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In Fundamental Transaction is effected shall include terms requiring any such case, appropriate adjustment shall be made in the application of successor or surviving entity to comply with the provisions of this Section 5.3 with respect and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicablea Fundamental Transaction. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be adjusted according to the following items: When any of the Principal Amount is outstanding at any time, (a) If if the Company: (i) pays dividends in the form of securities or security equivalents of the Company; (ii) splits the outstanding securities of the Company in order to increase the number of shares; or (iii) incorporates outstanding securities of the Company (including in the form of a reverse share split) to decrease the number of shares, the then-existing Conversion Price shall be multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediately before the occurrence of the matter, and whose denominator is the number of outstanding securities of the Company immediately after the occurrence of the matter; (b) if the Company issues Ordinary Shares to all or substantially all shareholders as a class by way of rights issue, or issue or grant to all or substantially all shareholders as a class, by way of rights issue, of options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at any time while this Debenture is outstanding subdivide less than 95 per cent of the outstanding shares closing price of its Common Stockthe ADSs divided by the ratio of ADS to share (the “Market Price Per Share”) on the last trading day preceding the date of the announcement of the terms of the issue or grant, the Conversion Price then shall be multiplied by a fraction, whose numerator is the number of Ordinary Shares in effect issue immediately before that subdivision shall be proportionately decreasedsuch announcement plus the number of Ordinary Shares which the aggregate amount (if any) payable for the Ordinary Shares issued by way of rights issue or for the options or warrants or other rights issued or granted by way of rights issue and for the total number of Ordinary Shares comprised therein would subscribe, purchase or otherwise acquire at Market Price Per Share, and the denominator is the number of Ordinary Shares in issue immediately before such announcement plus the aggregate number of Ordinary Shares issued or, as the case may be, comprised in the issue or grant, or (c) if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision makes (or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix fixes a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, ) a dividend or other distribution with respect to the Company's Common Stock holders of Ordinary Shares payable in any other asset or property (including cash, but excluding dividends by securities or security equivalents of the Company other than shares of Common StockCompany), then then, and in each such event, provisions provision shall be made so that the Holder shall receive that, upon conversion hereofof the Note thereafter, the Purchaser shall receive, in addition to the number of shares Ordinary Shares issuable thereon, such other asset or property which the holder of Common Stock receivable thereupon, the amount of securities of the Company which he such Ordinary Shares would have received in connection with such event had this Debenture the outstanding Principal Amount been converted into Common Stock on Ordinary Shares immediately prior to each such event, all subject to further adjustment as provided herein. Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of such event and had deciding the Holder thereaftershareholders having rights to obtain dividends or allocations and, during for the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares purpose of any other class share split, incorporation or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted come into effect immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicablematters come into effect. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: (a) If Reclassification, Reorganization, Consolidation or Merger. In the Company shall at case of any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security reclassification of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, consolidation or merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company Xxxxxxxx-Delaware with or into another corporation (other than a merger or reorganization with respect to which Xxxxxxxx-Delaware is the continuing corporation and which does not result in any reclassificationreclassification of the Common Stock), conversion, exchange or cancellation of outstanding shares each share of Common Stock theretofore issuable upon exercise of the Company)any Conversion Option, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so properly adjusted as to the number and kind of securities receivable upon the exercise of any Conversion Option, such that the Holder Noteholder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number and kind of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture Common Stock would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In to receive after the happening of any such case, appropriate adjustment shall be made in the application of the events described in this subsection (a) had the conversion pursuant to any Conversion Option been made immediately prior to the happening of such event or the record date for such event, whichever is earlier. The provisions of this Section 5.3 with respect subsection (a) shall similarly apply to successive reclassifications, reorganizations, consolidations or mergers. (b) Split, Subdivision or Combination of Shares. If Xxxxxxxx-Delaware at any time prior to the rights Noteholder's exercise of any Conversion Option shall split, subdivide or combine the Holder after such mergerCommon Stock of Xxxxxxxx-Delaware, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced proportionately decreased in the case of partial conversiona split or subdivision or proportionately increased in the case of a combination. Any adjustment under this subsection (b) as are stated on this Debenture as initially issuedshall become effective when the split, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmentsubdivision or combination becomes effective.

Adjustments to Conversion Price. (a) If i. In the event the Company shall at any time while this Debenture is outstanding subdivide the outstanding (i) makes a distribution or distributions on shares of its Common StockStock payable in Common Stock (which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon conversion of, or payment of interest on, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedNotes), and if the Company shall at any time while this Debenture is (ii) subdivides outstanding combine the outstanding shares Common Stock into a larger number of Common Stock, (iii) combines (including by way of a reverse split) outstanding Common Stock into a smaller number of Common Stock or (iv) issues, in the event of a reclassification of Common Stock, any Common Stock of the Company, then the Conversion Price then in effect shall be adjusted by multiplying the Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before that combination such event, and of which the denominator shall be proportionately increasedthe number of shares of Common Stock outstanding immediately after such event. Except as otherwise provided below, any Any adjustment under made pursuant to this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on immediately after the record date with respect for the determination of members entitled to receive such dividend distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock splitre-classification. (b) In the event the Company, ii. If at any time or from time to time while after the issuance date of this Debenture is outstanding, Note there shall make or issue, or fix be a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities capital reorganization of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than by way of a subdivision stock split or combination of sharesshares or stock dividends or distributions, or a capital reorganizationreclassification, merger exchange or sale substitution of assets, provided for elsewhere in this Section 5.3shares), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock where the holders of the Company)’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's ’s properties and or assets to any other personperson (an “Organic Change”), then, then as a part of such merger, consolidation or sale, lawful Organic Change an appropriate revision to the conversion price shall be made if necessary and provision shall be made if necessary (by adjustments of the conversion price or otherwise) so that that, upon any subsequent conversion of this Note, the Holder shall thereafter be entitled have the right to receive upon conversion receive, in lieu of this Debenture, during the period specified in this DebentureConversion Shares, the number kind and amount of shares of stock or and other securities or property of the Company, Company or of the any successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 4(a) with respect to the rights of the Holder after such merger, consolidation or sale the Organic Change to the end that the provisions of this Section 5.3 4(a) (including adjustments of any adjustment in the Conversion Price conversion price then in effect and the number of shares purchasable of stock or other securities deliverable upon conversion of this DebentureNote) shall continue to be applicable applied after that event and shall be in as nearly an equivalent to the provisions hereof manner as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time while this Debenture is outstanding subdivide the subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of its Common StockStock into a greater number of shares, the Conversion Price then in effect immediately before that prior to such subdivision shall will be proportionately decreased, and if reduced. If the Company shall at any time while this Debenture is outstanding combine the combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common StockStock into a smaller number of shares, the Conversion Price then in effect immediately before that prior to such combination shall will be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In Prior to the event consummation of any Organic Change (as defined below), the Company, at any time or from time Company will make appropriate provision (in form and substance satisfactory to time while this Debenture is outstanding, shall make or issuethe Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or fix a record date for in addition to, (as the determination of holders case may be) the shares of Common Stock entitled to receiveimmediately theretofore acquirable and receivable upon the conversion of this Holder's Series 1 Bridge Note, a dividend such shares of stock, securities, or other distribution assets as may be issued or payable with respect to the Company's Common Stock payable to, or in securities of the Company other than shares of Common Stockexchange for, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock immediately theretofore acquirable and receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this DebentureSeries 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7b) and Sections 7(c) and 7(d) below will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion acquire. For purposes of this Debenture immediately before that change. (d) If while this Debenture is outstandingAgreement, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in "Organic Change" means any recapitalization, reorganization, reclassification, conversionconsolidation, exchange or cancellation of outstanding shares of Common Stock of the Company)merger, or the sale of all or substantially all of the Company's properties and assets to any another Person (as defined below), or other person, then, as similar transaction which is effected in such a part way that holders of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be Common Stock are entitled to receive (either directly or upon conversion of this Debenturesubsequent liquidation) stock, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Companysecurities, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 assets with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price exchange for Common Stock; and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmenta government or any department or agency thereof.

Adjustments to Conversion Price. At any time after the Issue Date, (ai) If the Company shall if at any time while this Debenture is outstanding subdivide the outstanding shares Borrower does not maintain or replenish the Reserved Amount (as defined herein) within three (3) business days of the request of the Holder; (ii) if, once obtained as required under the Transaction Documents, the Borrower fails to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT; (iii) if the Borrower fails to comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC,; (iv) if the Borrower effectuates a reverse split of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. without twenty (b20) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect days prior written notice to the Company's Common Stock payable in securities of Holder; (v) if, once listed, subsequently OTC Markets changes the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition Borrower’s designation to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. ‘No Information’ (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3Stop Sign), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. ‘Caveat Emptor’ (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanySkull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Maxx Xign) and does not cure such status within 10 business days; (vi) the sale restatement of all any financial statements filed by the Borrower with the SEC for any date or substantially all period from two (2) years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the Company's properties and assets to any other person, then, as a part result of such mergerrestatement would, consolidation or saleby comparison to the un-restated financial statement, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which have constituted a holder of the Shares deliverable upon conversion of this Debenture would have been entitled material adverse effect on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after with respect to this Note or the Purchase Agreement; (vii) once it begins trading on any of the trading markets or exchanges listed hereafter, any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, and such mergercessation of trading shall continue for a period of five consecutive (5) Trading Days; and/or (viii) if Borrow is trading, consolidation the Borrower loses the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2); and/or (ix) if the Holder is notified in writing by the Company or sale to the end Company’s transfer agent that the provisions Company does not have the necessary amount of authorized and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to a Conversion Notice, then in addition to all other remedies under this Section 5.3 Note, the Holder shall be entitled to increase, by two percent (including adjustments of 2%) for each occurrence, cumulative or otherwise, the discount to the Conversion Price then in effect and number of shares purchasable upon conversion of this Debentureshall apply for all future conversions under the Note until such time as the respective Default has been cured for fifteen (15) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicablecalendar days. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price is subject to adjustment as provided in this Section 3. (a) If The Conversion Price shall be adjusted from time to time such that in case the Company shall at any time while this Debenture is outstanding hereafter (i) subdivide the its then-outstanding shares of its Common Stockcommon stock into a greater number of shares, or (ii) combine outstanding shares of common stock, by reclassification or otherwise. In any such event, the Conversion Price then in effect immediately before that subdivision prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of common stock outstanding immediately prior to such event, multiplied by the then-existing Conversion Price, by (B) the total number of shares of common stock outstanding immediately after such event, and the resulting quotient shall be proportionately decreasedthe adjusted Conversion Price per share. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of any subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this paragraph, the Payee shall become entitled to receive shares of two or more classes of capital stock or shares of common stock and if other capital stock of the Company Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of capital stock or shares of common stock and other capital stock. All calculations under this paragraph shall be made to the nearest cent. In the event that at any time while as a result of an adjustment made pursuant to this Debenture is outstanding combine the outstanding shares of Common Stockparagraph, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 Payee shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities receive any shares of the Company other than shares of Common Stockcommon stock, then and in each thereafter the Conversion Price of such event, provisions other shares so receivable upon payment of interest hereunder shall be made so that the Holder shall receive upon conversion hereof, subject to adjustment from time to time in addition a manner and on terms as nearly equivalent as practicable to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had provisions with respect to common stock contained in this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by himparagraph. (cb) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of Upon any adjustment of the Conversion Price pursuant to Section 3(a) above, the Company shall within ten days after the date when the circumstances giving rise to the adjustment occurred give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenturethereof, by first-class mail, postage prepaid, addressed to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate Payee, which notice shall state the Conversion Price resulting from such adjustment and show the increase or decrease, setting forth in reasonable detail the method of calculation and the facts on upon which such adjustment calculation is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be adjusted according to the following items: When any of the Principal Amount or interest is outstanding at any time, (a) If if the Company: (i) pays dividends in the form of securities or security equivalents of the Company; (ii) splits the outstanding securities of the Company shall at any time while this Debenture is in order to increase the number of shares; or (iii) incorporates outstanding subdivide securities of the outstanding shares Company (including in the form of its Common Stocka reverse share split) to decrease the number of shares, the Conversion Price then in effect shall be multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediately before that subdivision shall be proportionately decreasedthe occurrence of the matter, and whose denominator is the number of outstanding securities of the Company immediately after the occurrence of the matter; (b) if the Company shall issues Ordinary Shares to all or substantially all shareholders as a class by way of rights issue, or issue or grant to all or substantially all shareholders as a class, by way of rights issue, of options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at any time while this Debenture is outstanding combine less than 95 per cent of the outstanding shares closing price of Common Stockthe ADSs divided by the ratio of ADS to share (the “Market Price Per Share”) on the last trading day preceding the date of the announcement of the terms of the issue or grant, the Conversion Price then shall be multiplied by a fraction, whose numerator is the number of Ordinary Shares in effect issue immediately before that combination shall be proportionately increased. Except such announcement plus the number of Ordinary Shares which the aggregate amount (if any) payable for the Ordinary Shares issued by way of rights issue or for the options or warrants or other rights issued or granted by way of rights issue and for the total number of Ordinary Shares comprised therein would subscribe, purchase or otherwise acquire at Market Price Per Share, and the denominator is the number of Ordinary Shares in issue immediately before such announcement plus the aggregate number of Ordinary Shares issued or, as otherwise provided belowthe case may be, any adjustment under this Section 5.3 shall become effective at comprised in the close of business on the date the subdivision issue or combination becomes effective. A dividend on any security of grant, or (c) if the Company payable in Common Stock, makes (or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix fixes a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, ) a dividend or other distribution with respect to the Company's Common Stock holders of Ordinary Shares payable in any other asset or property (including cash, but excluding dividends by securities or security equivalents of the Company other than shares of Common StockCompany), then then, and in each such event, provisions provision shall be made so that the Holder shall receive that, upon conversion hereofof the Note thereafter, the Purchaser shall receive, in addition to the number of shares Ordinary Shares issuable thereon, such other asset or property which the holder of Common Stock receivable thereupon, the amount of securities of the Company which he such Ordinary Shares would have received in connection with such event had this Debenture the outstanding Principal Amount and, to the extent that Section 6 is applicable, all the accrued and unpaid interest in respect of the Note (including, for the avoidance of doubt, any interest accrued on any portion of the Principal Amount that has been converted pursuant to Section 6 of the Note prior to such conversion) been converted into Common Stock on Ordinary Shares immediately prior to each such event, all subject to further adjustment as provided herein. Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of such event and had deciding the Holder thereaftershareholders having rights to obtain dividends or allocations and, during for the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares purpose of any other class share split, incorporation or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted come into effect immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicablematters come into effect. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If the Company shall The Conversion Price in effect at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision date shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any subject to adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstandingas follows, shall make subject to the exemptions described below in subsection 1.4: (a) if and whenever after the date hereof and prior to the Maturity Date, the Corporation shall: (i) subdivide or issue, or fix redivide the outstanding Common Shares into a record date for the determination of holders greater number of Common Stock entitled to receiveShares; (ii) reduce, combine or consolidate the outstanding Common Shares into a dividend smaller number of Common Shares; or other distribution with respect (iii) issue Common Shares to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale holders of all or substantially all of the Company's properties outstanding Common Shares by way of a stock dividend (other than Common Shares issued under a dividend reinvestment or similar plan), the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend (subject to payment of such stock dividend), as the case may be, shall, in the case of the events referred to in clauses (i) and assets (iii) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in the case of the events referred to in clause (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this paragraph 1.3(a) shall occur; any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend (subject to payment of such stock dividend) for the purpose of calculating the number of outstanding Common Shares under paragraphs 1.3(b) and (c) below; (b) if and whenever after the date hereof and prior to the Maturity Date, the Corporation shall fix a record date for the issuance of rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price (as defined below) of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be; (c) if and whenever the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other personthan Common Shares; (ii) rights, options, warrants or securities convertible into or exchangeable for Common Shares (excluding those referred to in paragraph 1.3(b) above); (iii) evidences of its Indebtedness; or (iv) assets, including cash (excluding regular periodic cash dividends paid in the ordinary course), then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price (as a part defined below) per Common Share on such record date, less the fair market value (as determined below) of such mergershares or rights, consolidation options, warrants or salesecurities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets so distributed, lawful provision and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so that made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such Common Shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets actually distributed, as the case may be. The fair market value of such shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets so distributed shall be determined in the good faith reasonable judgment of the Board of Directors of the Corporation; (d) for the purposes of this Debenture, the "CURRENT MARKET PRICE" per Common Share at any date shall be the average of the closing sale price per Common Share for the 20 consecutive trading days ending on the trading day immediately before such date on The Toronto Stock Exchange, or, if the Common Shares are not listed thereon, on the New York Stock Exchange, or, if the Common Shares are not listed thereon, on such national stock exchange on which the Common Shares are listed as may be selected for such purpose by the Board of Directors of the Corporation or, if the Common Shares are not listed on any such national stock exchange, then as quoted through the NASDAQ National Market System or, if the Common Shares are not listed on any stock exchange or quoted through the NASDAQ National Market System, then on the over-the-counter market (where an "active trading market" exists). An "active trading market" shall not be deemed to exist when the spread between the bid and ask prices per Common Share exceeds 15%. If there is no active trading market, the "Current Market Price" shall be determined in the good faith reasonable judgment of the Board of Directors of the Corporation whose determination shall be conclusive unless the Holder, within 10 Business Days after receiving written notice of such determination (delivered to the Holder's address as set forth in the Debenture Register), objects to such determination, in which event the Corporation and the Holder shall thereafter make their best good faith efforts to reach a mutually agreeable determination. In the event that agreement cannot be reached by the parties within 30 days after notice of objection, such question shall be submitted to arbitration by a single arbitrator who shall be a nationally-recognized investment banking firm selected by the Corporation and the holders of a majority in principal amount of the Outstanding Debentures. The determination of the arbitrator shall be final, conclusive and binding. If within 10 days after the end of the 30-day period the parties have not agreed upon the identity of the arbitrator, either party may, on notice to the other party, apply to a judge of the Federal Southern District Court of New York to appoint the arbitrator; (e) [Reserved] (f) if and whenever at any time after the date hereof and prior to the Maturity Date, there is a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a vertical short-form amalgamation with one or more of its Wholly-Owned Subsidiaries pursuant to the BUSINESS CORPORATION ACT (Ontario)), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a "CAPITAL REORGANIZATION"), the Holder upon conversion of this Debenture after the effective date of such Capital Reorganization will be entitled to receive upon conversion of this Debenture, during and will accept for the period specified same aggregate consideration in this Debenture, lieu of the number of shares Common Shares to which the Holder was previously entitled upon such conversion, the aggregate number of stock or shares, other securities or property of other property, including cash, which the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder would have been entitled upon conversion hereof; subject, however, to any requirements necessary to ensure that the Capital Reorganization will not alter the Canadian Taxes (as defined in subsection 3.1) on payments under or in respect of this Debenture, including, without limitation, the requirement that if such mergerCapital Reorganization should occur on or prior to the day after the fifth anniversary of the date hereof, consolidation the Holder will be entitled to receive, at the option of the Corporation, and will accept in lieu of the number of Common Shares to which the Holder would have been entitled upon such conversion: (i) common shares of the Corporation or sale if the resulting corporation provided any such common shares are listed on a prescribed stock exchange as defined in the INCOME TAX ACT (Canada) and which qualify as prescribed shares, as defined in Regulation 6208 of the INCOME TAX ACT (Canada) generally, such that the fair market value of the number of such common shares equals the fair market value of the consideration on the date of such Capital Reorganization that the Holder would have been entitled to receive upon Capital Reorganization had this Debenture been converted into Common Shares immediately prior thereto; or (ii) the aggregate number of shares, other securities or other property, including cash, that the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been converted immediately before the registered holder of the number of Common Shares to which the Holder would have been entitled upon conversion hereof; the Corporation shall take all steps necessary to ensure that, after the effective date of a Capital Reorganization, the Holder will receive the aggregate number of shares, other securities or other property, including cash, to which the Holder is entitled as a result of such mergerCapital Reorganization; (g) in the case of any reclassification of, or other change in, the outstanding Common Shares of the Corporation other than a subdivision, redivision, reduction, combination or consolidation or sale. In any such casereferred to above, appropriate adjustment the Conversion Price shall be made adjusted in such manner, if any, and at such time, as the Board of Directors of the Corporation, acting reasonably and in good faith, may determine to be equitable in the application circumstances. Notwithstanding anything contained in this subsection 1.3(g), no adjustment of the Conversion Price shall be completed without the prior written consent of the Toronto Stock Exchange. The Corporation shall submit all applications and other materials necessary or advisable to obtain the prior written consent of the Toronto Stock Exchange under this subsection 1.3(g) as soon as practicable after determining any need to adjust the Conversion Price hereunder and use its reasonable best efforts to obtain such prior written consent as soon as practicable; (h) the adjustments provided for in paragraphs (a) to (f) are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 5.3 with respect to the rights subsection 1.3, provided that, notwithstanding any other provision of this subsection 1.3, no adjustment of the Holder after Conversion Price shall be required unless such merger, consolidation adjustment would require an increase or sale to the end that the provisions decrease of this Section 5.3 (including adjustments of at least 1% in the Conversion Price then in effect and number of shares purchasable upon conversion effect; provided, however, that any adjustments which by reason of this Debentureparagraph 1.3(h) shall continue are not required to be applicable after that event and made shall be as nearly equivalent carried forward and taken into account in any subsequent adjustment; and (i) in the event of any dispute arising with respect to the provisions hereof as computation of adjustments provided in subsection 1.3, such question shall be conclusively determined by a firm of chartered accountants appointed by the Corporation and acceptable to the Holder acting reasonably (who may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment auditors of the Conversion Price give written notice Corporation); such accountants shall have access to all necessary records of the Corporation and such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at determination shall be binding on the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) ADJUSTMENT TO CONVERSION PRICE DUE TO STOCK SPLIT, STOCK DIVIDEND, ETC. If prior to the Company shall at any time while Conversion of the entire principal amount of this Debenture is outstanding subdivide Debenture, (A) the number of outstanding shares of its Common StockGGD Stock is increased by a stock split, stock dividend, reclassification, the distribution to holders of GGD Stock of rights or warrants entitling them to subscribe for or purchase GGD Stock at less than the current market price thereof as of the date such right or warrant first becomes exercisable (other than pursuant to the Company's equity incentive plan, 401(k) plan, stock option plans, employee stock purchase plan or any warrants outstanding as of the Issue Date), or other similar event, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedreduced, and if or (B) the Company shall at any time while this Debenture is outstanding combine the number of outstanding shares of Common StockGGD Stock is decreased by a reverse stock split, combination or reclassification of shares or other similar event, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided belowIn such event, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, shall notify the Transfer Agent of such change on or a split of before the Company's Common Stock, shall be considered a subdivision of Common Stock for effective date thereof. For purposes of this Section 5.3 at paragraph 2(a), the close "CURRENT MARKET PRICE" per share of business GGD Stock on any date shall be the record date with respect to such dividend or stock split. A reverse split average of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date Closing Bid Prices for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common GGD Stock on the date of five (5) consecutive Trading Days occurring immediately prior to (but not including) such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture . Nothing contained herein shall be changed into construed to require the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price event that the Company issues additional series or classes of its common stock as long as any such issuance does not result in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as dilution of the close shares of business on the date of the adjustmentGGD Stock then outstanding.

Adjustments to Conversion Price. The Conversion Price and number ------------------------------- of shares of Common Stock issuable upon conversion of this Note are subject to adjustment from time to time as set forth in this Section 5.5. Upon each such adjustment of the Conversion Price pursuant to this Section 5.5, the Holder shall thereafter be entitled to convert this Note, at the Conversion Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon conversion of this Note immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. (a) If the Company shall at any time while this Debenture Note is outstanding subdivide the outstanding (i) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (ii) subdivide outstanding shares of the Common Stock into a larger number of shares, or (iii) combine outstanding shares of the Common Stock into a smaller number of shares, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedmultiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding after such event. Any adjustment made pursuant to this Section 5.5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) If the Company shall at any time while this Debenture Note is outstanding combine outstanding, issue rights or warrants to all holders of the outstanding Common Stock (and not to the Holder in its capacity as holder of this Note in an amount equal to its pro rata portion as if this Note had been converted into Common Stock on the record date therefor) entitling them to subscribe for or purchase shares of the Common StockStock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Conversion Price then in effect immediately before that combination shall be proportionately increasedmultiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Except as otherwise provided belowSuch adjustment shall be made whenever such rights or warrants are issued, any adjustment under this Section 5.3 and shall become effective at immediately after the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section 5.5(b), if any such right or warrant shall expire and shall not have been exercised, the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5.5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (c) If the Company shall at any time while this Note is outstanding, distribute to all holders of the Common Stock (and not to the Holder in its capacity as holder of this Note in an amount equal to its pro rata portion as if this Note had been converted into Common Stock on the record date therefor) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any Company security (excluding those referred to in Sections 5.5 (a) and (b) above), then in each such case the Conversion Price at which the Note shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed as determined by the Board of Directors in good faith applicable to one outstanding share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (d) All calculations under this Section 5.5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (e) Whenever the Conversion Price is adjusted pursuant to Section 5.5 (a),(b) or (c), the Company shall promptly mail to the Holder of this Note in accordance with Section 5.10, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (f) In case of any reclassification or change of the shares of Common Stock issuable upon conversion of this Note (other than a change in par value, or as a result of a subdivision or combination (covered by (a) above), but including any change in the shares into one or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive shares of stock (other than Common Stock), other securities, property or cash) of the shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination, but including any change in the shares into one or more classes or CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. series of shares), then the Holder shall have the right thereafter to convert this Note only into the shares of stock and other securities of the Company and property receivable or deemed to be held by holders of Common Stock entitled to receivefollowing such reclassification, a dividend change, consolidation or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stockmerger, then and in each such event, provisions shall be made so that the Holder shall receive thereafter upon conversion hereof, in addition of this Note be entitled to receive such amount of securities or property attributable to the number of shares of Common Stock receivable thereupon, such Holder would have been entitled to receive had such Holder converted this Note immediately prior to such action. The terms of any such reclassification or other action shall include such terms so as to continue to give to the amount Holder the right to receive the securities or property set forth in this Section 5.5(f) upon any exercise following such reclassification or other action. (g) In case of securities any consolidation of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shareswith, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into into, another corporation (other than a merger or consolidation in which does not result in any reclassification, conversion, exchange the Company is the surviving or cancellation of outstanding shares of Common Stock of the Companycontinuing corporation), or in case of any sale, lease or conveyance to another corporation of the sale property and assets of all any nature of the Company as an entirety or substantially all of the Company's properties and assets to any other personas an entirety, thensuch successor, leasing or purchasing corporation, as a part of such mergerthe case may be, consolidation shall (i) execute an agreement, signed by the successor, leasing or salepurchasing corporation and the Holder, lawful provision shall be made so providing that the Holder shall have the right thereafter be entitled to receive upon conversion of this DebentureNote, during solely the period specified in this Debenturekind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such consolidation, merger, sale, lease or conveyance by a holder of the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to Common Stock for which a holder of the Shares deliverable upon conversion of this Debenture would Note might have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before prior to such consolidation, merger, consolidation sale, lease or saleconveyance, and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. In any such case, appropriate adjustment Such agreement shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including provide for adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and which shall be as nearly equivalent as practicable to the provisions hereof as may be practicableadjustments in this Section 5.5. (eh) The If: A. the Company shall promptly and in declare a dividend (or any case not later other distribution) on its Common Stock; or B. the Company shall declare a special nonrecurring cash dividend on or a redemption (other than ten (10redemptions of the stock of employees upon their termination of employment with the Company) days after of its Common Stock or C. the date Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any adjustment class or of any rights; or D. the approval of any stockholders of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares Company shall be considered to have been so changed as required in connection with any reclassification of the close of business on the date of the adjustment.the

Adjustments to Conversion Price. (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common StockAdjustment to Conversion Price Due to Stock Split, Stock Dividend, ------------------------------------------------------------------ Etc. If, prior to the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security all of the Company payable in Common StockPreferred Shares, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (bA) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation --- of outstanding shares of Common Stock is increased by a stock split, a stock dividend on the Common Stock, a reclassification of the Company)Common Stock, or the sale of all or substantially all of the Company's properties and assets to any other personsimilar event, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may proportionately reduced, which reduction shall be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after effected on the date on which the Corporation announces such event; or (B) the Corporation issues Common Stock, whether upon the exercise of any adjustment rights, warrants, securities convertible or exercisable into Common Stock or otherwise, at a price (the "Issue Price") that is less than the current Market ----------- Price thereof at the time of such issuance, the Conversion Price give written notice of that would otherwise be in effect on a particular date following such adjustment issuance shall be proportionately reduced in order to account for the difference between the Issue Price and such Market Price; provided, however, that if the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment Issue Price is based. (f) The form of this Debenture need not be changed because of any adjustment in lower than the Conversion Price or otherwise in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business effect on the date of such issuance, such Conversion Price will be reduced to the lower of the amount determined by this clause (B) and the amount determined by clause (D) below; (C) the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares or other similar event, the Conversion Price shall be proportionately increased, which increase shall be effected on the date on which the Corporation announces such event; or (D) the Corporation issues Common Stock, whether upon the exercise of rights, warrants, securities convertible or exercisable into Common Stock or otherwise, at a price that is lower than the Conversion Price in effect on any Conversion Date following the date of such issuance, such Conversion Price shall be reduced to such lower price. In no event shall any adjustment pursuant to clause (B) or clause (D) above result in a Conversion Price that exceeds the Conversion Price that would otherwise apply in the absence of such adjustment. (b) [intentionally omitted] -----------------------

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time while this Debenture is outstanding subdivide the subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of its Common StockStock into a greater number of shares, the Conversion Price then in effect immediately before that prior to such subdivision shall will be proportionately decreased, and if reduced. If the Company shall at any time while this Debenture is outstanding combine the combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common StockStock into a smaller number of shares, the Conversion Price then in effect immediately before that prior to such combination shall will be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In Prior to the event consummation of any Organic Change (as defined below), the Company, at any time or from time Company will make appropriate provision (in form and substance satisfactory to time while this Debenture is outstanding, shall make or issuethe Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or fix a record date for in addition to, (as the determination of holders case may be) the shares of Common Stock entitled to receiveimmediately theretofore acquirable and receivable upon the conversion of this Holder's Series 1 Bridge Note, a dividend such shares of stock, securities, or other distribution assets as may be issued or payable with respect to the Company's Common Stock payable to, or in securities of the Company other than shares of Common Stockexchange for, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock immediately theretofore acquirable and receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this DebentureSeries 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7b) and Sections 7(c) and 7(d) below will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion acquire. For purposes of this Debenture immediately before that change. (d) If while this Debenture is outstandingAgreement, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in "ORGANIC CHANGE" means any recapitalization, reorganization, reclassification, conversionconsolidation, exchange or cancellation of outstanding shares of Common Stock of the Company)merger, or the sale of all or substantially all of the Company's properties and assets to any another Person (as defined below), or other person, then, as similar transaction which is effected in such a part way that holders of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be Common Stock are entitled to receive (either directly or upon conversion of this Debenturesubsequent liquidation) stock, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Companysecurities, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 assets with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price exchange for Common Stock; and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued"PERSON" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmenta government or any department or agency thereof.

Adjustments to Conversion Price. (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (bi) In the event the Company (i) subdivides outstanding Common Stock into a larger number of Common Stock, (ii) combines (including by way of a reverse split) outstanding Common Stock into a smaller number of Common Stock or (iii) issues, in the event of a reclassification of Common Stock, any Common Stock of the Company, then the Conversion Price shall be adjusted by multiplying the Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (ii) If at any time or from time to time while after the issuance date of this Debenture is outstanding, Note and prior to its repayment or conversion there shall make or issue, or fix be a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities capital reorganization of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of sharesin an event described in Section 1(b)(i)), or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock where the holders of the Company)’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's ’s properties and or assets to any other personperson (an “Organic Change”), then, then as a part of such merger, consolidation or sale, lawful Organic Change an appropriate revision to the Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Conversion Price or otherwise) so that that, upon any subsequent conversion of this Note, the Holder shall thereafter be entitled have the right to receive upon conversion receive, in lieu of this Debenture, during the period specified in this DebentureCommon Stock, the number kind and amount of shares of stock or and other securities or property of the Company, Company or of the any successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture Organic Change that the Holder would have been entitled on such merger, consolidation or sale received if this Debenture Note had been converted into Common Stock immediately before prior to such merger, consolidation or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 1(a) with respect to the rights of the Holder after such merger, consolidation or sale the Organic Change to the end that the provisions of this Section 5.3 1(a) (including adjustments of any adjustment in the Conversion Price then in effect and the number of shares purchasable of stock or other securities deliverable upon conversion of this DebentureNote) shall continue to be applicable applied after that event and shall be in as nearly an equivalent to the provisions hereof manner as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b1) In the event the Company, Corporation shall at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company Corporation or any of its subsidiaries other than shares of Common Stock, then and in each such event, provisions event provision shall be made so that the Holder holders of Series A Stock shall receive receive, upon the conversion hereof, in addition to the number of shares of Common Stock receivable thereuponthereof, the amount of securities of the Company Corporation which he they would have received had this Debenture their stock been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by himevent. (c2) If while this Debenture is outstandingthere occurs any capital reorganization or any reclassification of the capital stock of the Corporation (other than any event provided for in subsection (f)(v)(1) above), the Shares issuable upon conversion each share of this Debenture Series A Stock shall thereafter be changed convertible into the same kind and amounts of securities or a different other assets, or both, that were issuable or distributable to the holders of shares of outstanding Common Stock upon such reorganization or reclassification, in respect of that number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares Common Stock into which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would Series A Stock might have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before prior to such merger, consolidation reorganization or sale. In reclassification; and in any such case, appropriate adjustment adjustments (as determined by the Board of Directors) shall be made in the application of the provisions of this Section 5.3 herein set forth with respect to the rights and interests thereafter of the Holder after such merger, consolidation or sale holders of Series A Stock to the end that the provisions of this Section 5.3 (including adjustments Article IV shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other assets thereafter deliverable upon the conversion of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicableSeries A Stock. (e3) The Company shall promptly and in any case not later than ten (10) days after Upon the date occurrence of any each adjustment or readjustment of the Conversion Price give written notice number or kind of such adjustment and the number of Shares or other securities shares issuable upon conversion of a share of Series A Stock pursuant to this Debenturesubsection (f)(v), by first-class mail, postage prepaid, to the registered Holder Corporation at the Holder's address as shown on the Debenture Register. The certificate its expense shall state promptly compute such adjustment or readjustment in accordance with the terms hereof and show prepare and furnish to each holder of Series A Stock a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts on upon which such adjustment or readjustment is based. (f) . The form of this Debenture need not be changed because Corporation shall, upon the written request at any time of any adjustment in holder of Series A Stock, furnish or cause to be furnished to such holder a like certificate prepared by the Conversion Price or in Corporation setting forth (i) such adjustments and readjustments, and (ii) the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price shares and the same number amount, if any, of Shares (appropriately reduced in other property which at the case time would be received upon the conversion of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmentSeries A Stock.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time in the events and in the manner provided as follows: (a) If the Company shall at any time while this Debenture is outstanding subdivide after the date hereof Curis: (i) subdivides the outstanding Common Shares into a greater number of shares; or (ii) consolidates the outstanding Common Shares into a smaller number of shares (either of its such events being called a “Common StockShare Reorganization”), then the Conversion Price then shall be adjusted effective immediately after the effective date or record date for the Common Share Reorganization, as the case may be, on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Conversion Price in effect immediately before that subdivision shall be proportionately decreasedprior to such effective date or record date by a fraction, and if the Company shall at any time while this Debenture numerator of which is outstanding combine the outstanding shares number of Common StockShares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision number of Common Stock Shares that would have been outstanding had all such securities been exchanged for purposes of this Section 5.3 at the close of business or converted into Common Shares on the such effective date or record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock splitdate). (b) In the event the Company, If at any time after the date hereof there is a reclassification of the outstanding Common Shares or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for change of the determination of holders of Common Stock entitled to receive, a dividend Shares into other shares or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, Common Share Reorganization) or a capital reorganizationconsolidation, amalgamation or merger of Curis with or sale into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification of assets, provided for elsewhere in this Section 5.3the outstanding Common Shares or a change of the Common Shares into other shares or other securities) (either of such events being called a “Capital Reorganization”), the Holder shallTaseko, upon exercising the conversion Conversion Right after the effective date of this Debenturesuch Capital Reorganization, shall be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject Common Shares to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be Taseko was theretofore entitled to receive upon conversion such exercise of this Debenture, during the period specified in this DebentureConversion Right, the aggregate number of shares of stock or shares, other securities or other property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture Taseko would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such mergerCapital Reorganization, consolidation or sale if this Debenture Taseko had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application registered holder of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Common Shares or other securities issuable to which Taseko was theretofore entitled to receive upon exercising the conversion of this Debenture, by first-class mail, postage prepaid, privilege pursuant to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is basedSection 3.1. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be adjusted according to the following items: When any of the Principal Amount is outstanding at any time, (a) If if the Company: (i) pays dividends by securities or security equivalents of the Company; (ii) splits the outstanding securities of the Company shall at any time while this Debenture is in order to increase the number of shares; or (iii) incorporates outstanding subdivide securities of the outstanding shares Company (including the form of its Common Stockreverse share split) to decrease the number of shares, the Conversion Price then in effect shall be multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediately before that subdivision shall be proportionately decreasedthe occurrence of the matter, and denominator is the number of outstanding securities of the Company immediately after the occurrence of the matter; (b) if the Company shall issues shares to all or substantially all shareholders as a class by way of rights issue, or issue or grant to all or substantially all shareholders as a class, by way of rights issue, of options, warrants or other rights to subscribe for or purchase any Shares, in each case at any time while this Debenture is outstanding combine less than 95 per cent of the outstanding shares closing price of Common Stockthe ADSs divided by the ratio of ADS to share (the “Market Price Per Share”) on the last trading day preceding the date of the announcement of the terms of the issue or grant, the Conversion Price then shall be multiplied by a fraction, whose numerator is the number of Shares in effect issue immediately before that combination shall be proportionately increased. Except such announcement plus the number of shares which the aggregate amount (if any) payable for the shares issued by way of rights issue or for the options or warrants or other rights issued or granted by way of rights issue and for the total number of shares comprised therein would subscribe, purchase or otherwise acquire at Market Price Per Share, and the denominator is the number of shares in issue immediately before such announcement plus the aggregate number of shares issued or, as otherwise provided belowthe case may be, any adjustment under this Section 5.3 shall become effective at comprised in the close of business on the date the subdivision issue or combination becomes effective. A dividend on any security of grant, or (c) if the Company payable in Common Stock, makes (or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix fixes a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, ) a dividend or other distribution with respect to the Company's Common Stock holders of Ordinary Shares payable in any other asset or property (including cash, but excluding dividends by securities or security equivalents of the Company other than shares of Common StockCompany), then then, and in each such event, provisions provision shall be made so that the Holder shall receive that, upon conversion hereofof the Note thereafter, the Purchaser shall receive, in addition to the number of shares Ordinary Shares issuable thereon, such other asset or property which the holder of Common Stock receivable thereupon, the amount of securities of the Company which he such share would have received in connection with such event had this Debenture the outstanding Principal Amount been converted into Common Stock on Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein. Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of such event deciding the shareholders having rights to obtain dividends or allocations, and had for the Holder thereafterpurpose of share split, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same incorporation or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted come into effect immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicablematters come into effect. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (ai) Adjustments for issuances of subordinate voting shares, share splits and share combinations. If the Company shall shall, at any time and from time to time while this Debenture is outstanding subdivide the outstanding shares any Convertible Preferred Shares are outstanding, issue Subordinate Voting Shares as a dividend or distribution to all or substantially all holders of its Common StockSubordinate Voting Shares or the Company shall effect a share split or share combination of Subordinate Voting Shares into a greater or lesser number of Subordinate Voting Shares (in each case excluding an issuance solely pursuant to a Capital Reorganization, as to which SECTION 6(e)(vi) will apply), then the then-applicable Conversion Price will be adjusted in accordance with the following formula: where CP0 = the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at prior to the close of business on the date Record Date for such dividend or distribution or immediately prior to the subdivision open of business on the Effective Date for such share split or combination becomes effectiveshare combination, as the case may be; CP1 = the Conversion Price in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of Subordinate Voting Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of Subordinate Voting Shares that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. A dividend on any security of Any adjustment to the Company payable in Common Stock, or a split of the Company's Common Stock, Conversion Price made pursuant to this SECTION 6(e)(i) shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at become effective immediately after the close of business on the record date with respect to Record Date for such dividend or stock splitdistribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. A reverse split If any dividend or distribution of the Company's Common Stock type described in this SECTION 6(e)(i) is declared but not so paid or made, the Conversion Price shall be considered a combination readjusted, effective as of Common Stock for the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared. For the purposes of this Section 5.3 at SECTION 6(e)(i), the number of Subordinate Voting Shares outstanding immediately prior to the close of business on the record date with respect to Record Date for such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close open of business on the date Effective Date for such share split or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of Subordinate Voting Shares. The Company shall not pay any such dividend or make any such distribution on Subordinate Voting Shares held in treasury by the adjustmentCompany.

Adjustments to Conversion Price. The Conversion Price and number of ------------------------------- shares of Common Stock issuable upon conversion of this Note are subject to adjustment from time to time as set forth in this Section 5.5. Upon each such adjustment of the Conversion Price pursuant to this Section 5.5, the Holder shall thereafter be entitled to convert this Note, at the Conversion Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon conversion of this Note immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. (a) If the Company shall at any time while this Debenture Note is outstanding subdivide the outstanding (i) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (ii) subdivide outstanding shares of the Common Stock into a larger number of shares, or (iii) combine outstanding shares of the Common Stock into a smaller number of shares, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedmultiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding after such event. Any adjustment made pursuant to this Section 5.5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) If the Company shall at any time while this Debenture Note is outstanding combine outstanding, issue rights or warrants to all holders of the outstanding Common Stock (and not to the Holder of this Note) entitling them to subscribe for or purchase shares of the Common StockStock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Conversion Price then in effect immediately before that combination shall be proportionately increasedmultiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Except as otherwise provided belowSuch adjustment shall be made whenever such rights or warrants are issued, any adjustment under this Section 5.3 and shall become effective at immediately after the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section 5.5(b), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5.5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (c) If the Company shall at any time while this Note is outstanding, distribute to all holders of the Common Stock (and not to the Holder of this Note) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any Company security (excluding those referred to in Sections 5.5 (a) and (b) above), then in each such case the Conversion Price at which the Note shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed as determined by the Board of Directors in good faith applicable to one outstanding share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (d) All calculations under this Section 5.5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (e) Whenever the Conversion Price is adjusted pursuant to Section 5.5 (a),(b) or (c), the Company shall promptly mail to the Holder of this Note in accordance with Section 5.10, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (f) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or as a result of a subdivision or combination (covered by (a) above), but including any change in the shares into one or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive shares of stock (other than Common Stock), other securities, property or cash) of the shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination, but including any change in the shares into one or more classes or series of shares), then the Holder shall have the right thereafter to convert this Note only into the shares of stock and other securities of the Company and property receivable or deemed to be held by holders of Common Stock entitled to receivefollowing such reclassification, a dividend change, consolidation or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stockmerger, then and in each such event, provisions shall be made so that the Holder shall receive thereafter upon conversion hereof, in addition of this Note be entitled to receive such amount of securities or property attributable to the number of shares of Common Stock receivable thereupon, such Holder would have been entitled to receive had such Holder converted this Note immediately prior to such action. The terms of any such reclassification or other action shall include such terms so as to continue to give to the amount Holder the right to receive the securities or property set forth in this Section 5.5(f) upon any exercise following such reclassification or other action. (g) In case of securities any consolidation of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shareswith, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into into, another corporation (other than a merger or consolidation in which does not result the Company is the surviving or continuing corporation), or in case of any reclassificationsale, conversionlease or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, exchange such successor, leasing or cancellation purchasing corporation, as the case may be, shall (i) execute an agreement, signed by the successor, leasing or purchasing corporation and the Holder, providing that the Holder shall have the right thereafter to receive upon conversion of outstanding this Note, solely the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such consolidation, merger, sale, lease or conveyance by a holder of the number of shares of Common Stock for which this Note might have been converted immediately prior to such consolidation, merger, sale, lease or conveyance, and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments in this Section 5.5. (h) If: A. the Company shall declare a dividend (or any other distribution) on its Common Stock; or B. the Company shall declare a special nonrecurring cash dividend on or a redemption (other than redemptions of the stock of employees upon their termination of employment with the Company) of its Common Stock or C. the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or D. the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or E. the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the successor corporation resulting from such merger, consolidation or sale, to which a holder affairs of the Shares deliverable upon Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture would have been Note, and shall cause to be mailed to the Holder of this Note at its last address as it shall appear upon the stock books of the Company, no later than forty-five (45) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, consolidation sale, transfer or sale if this Debenture had been converted immediately before share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, consolidation sale, transfer or sale. In share exchange; provided, however, that -------- ------- the failure to mail such notice or any such case, appropriate adjustment shall be made defect therein or in the application mailing thereof shall not affect the validity of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue corporate action required to be applicable after that event and shall be as nearly equivalent specified in such notice. The Holder is entitled to convert this Note during the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after period commencing the date of any adjustment of the Conversion Price give written such notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the effective date of the adjustmentevent triggering such notice.

Adjustments to Conversion Price. The Conversion Price and number of shares of Common Stock issuable upon conversion of this Note are subject to adjustment from time to time as set forth in this Section 5.5 or otherwise. Upon each such adjustment of the Conversion Price pursuant to this Section 5.5 or otherwise, the Holder shall thereafter be entitled to convert this Note, at the Conversion Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon conversion of this Note immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. (a) If the Company shall at any time while this Debenture Note is outstanding subdivide the outstanding (i) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (ii) subdivide outstanding shares of the Common Stock into a larger number of shares, or (iii) combine outstanding shares of the Common Stock into a smaller number of shares, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedmultiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding after such event. Any adjustment made pursuant to this Section 5.5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) If the Company shall at any time while this Debenture Note is outstanding combine outstanding, issue rights or warrants to all holders of the outstanding Common Stock (and not to the Holder in its capacity as holder of this Note in an amount equal to its pro rata portion as if this Note had been converted into Common Stock on the record date therefor) entitling them to subscribe for or purchase shares of the Common StockStock at a price per share less than the Per Share Market Value of the Common Stock at the record date mentioned below, the Conversion Price then in effect immediately before that combination shall be proportionately increasedmultiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Except as otherwise provided belowSuch adjustment shall be made whenever such rights or warrants are issued, any adjustment under this Section 5.3 and shall become effective at immediately after the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section 5.5(b), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5.5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase, only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (c) If the Company shall at any time while this Note is outstanding, distribute to all holders of the Common Stock (and not to the Holder in its capacity as holder of this Note in an amount equal to its pro rata portion as if this Note had been converted into Common Stock on the record date therefor) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any Company security (excluding those referred to in Sections 5.5 (a) and (b) above), then in each such case the Conversion Price at which the Note shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed as determined by the Board of Directors in good faith applicable to one outstanding share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (d) All calculations under this Section 5.5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (e) Whenever the Conversion Price is adjusted pursuant to Section 5.5 (a), (b) or (c), the Company shall promptly mail to the Holder of this Note in accordance with Section 5.10, a notice setting forth the conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (f) In case of any reclassification or change of the shares of Common Stock issuable upon conversion of this Note (other than a change in par value, or as a result of a subdivision or combination (covered by (a) above), but including any change in the shares into one or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive shares of stock (other than Common Stock), other securities, property or cash) of the shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination, but including any change in the shares into one or more classes or series of shares), then the Holder shall have the right thereafter to convert this Note only into the shares of stock and other securities of the Company and property receivable or deemed to be held by holders of Common Stock entitled to receivefollowing such reclassification, a dividend change, consolidation or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stockmerger, then and in each such event, provisions shall be made so that the Holder shall receive thereafter upon conversion hereof, in addition of this Note be entitled to receive such amount of securities or property attributable to the number of shares of Common Stock receivable thereupon, such Holder would have been entitled to receive had such Holder converted this Note immediately prior to such action. The terms of any such reclassification or other action shall include such terms so as to continue to give to the amount Holder the right to receive the securities or property set forth in this Section 5.5(1) upon any exercise following such reclassification or other action. (g) In case of securities any consolidation of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shareswith, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into into, another corporation (other than a merger or consolidation in which does not result the Company is the surviving or continuing corporation), or in case of any reclassificationsale, conversionlease or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, exchange such successor, leasing or cancellation purchasing corporation, as the case may be, shall (i) execute an agreement, signed by the successor, leasing or purchasing corporation and the Holder, providing that the Holder shall have the right thereafter to receive upon conversion of outstanding this Note, solely the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such consolidation, merger, sale, lease or conveyance by a holder of the number of shares of Common Stock for which this Note might have been converted immediately prior to such consolidation, merger, sale, lease or conveyance, and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments in this Section 5.5. (h) If: A. the Company shall declare a dividend (or any other distribution) on its Common Stock; or B. the Company shall declare a special nonrecurring cash dividend on or a redemption (other than redemptions of the stock of employees upon their termination of employment with the Company) of its Common Stock or C. the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or D. the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or E. the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the successor corporation resulting from such merger, consolidation or sale, to which a holder affairs of the Shares deliverable upon Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture would have been Note, and shall cause to be mailed to the Holder of this Note at its last address as it shall appear upon the stock books of the Company, no later than forty-five (45) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is not to be taken, the date as of which the holders of the Common Stock of record to e entitled to such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, consolidation sale, transfer or sale if this Debenture had been converted immediately before share exchange; provided however, that the failure to mail such merger, consolidation notice or sale. In any such case, appropriate adjustment shall be made defect therein or in the application mailing thereof shall not affect the validity of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue corporate action required to be applicable after that event and shall be as nearly equivalent specified in such notice. The Holder is entitled to convert this Note during the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after period commencing the date of any adjustment of the Conversion Price give written such notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the effective date of the adjustmentevent triggering such notice.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the CompanyCompany is a party to a consolidation, at any time or from time to time while this Debenture is outstanding, shall make or issueshare exchange, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company)merger, or the sale of all or substantially all of the Company's properties and assets to of the Company to, any other person, then, as a part or in the case of such merger, any consolidation or salemerger of another corporation into the Company in which the Company is the surviving corporation, lawful provision shall be made so that and in which there is a reclassification or change of the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property Common Stock of the Company, this Series 1 Bridge Note shall after such consolidation, share exchange, merger, or sale be exercisable for the kind and number of securities or amount and kind of property of the successor Company or the corporation or other entity resulting from such share exchange, merger, consolidation or saleconsolidation, or to which such sale shall be made, as the case may be (the "Successor Company"), to which a holder of the Shares number of shares of Common Stock deliverable upon the conversion (immediately prior to the time of such consolidation, share exchange, merger, or sale) of this Debenture Series 1 Bridge Note would have been entitled on upon such consolidation, share exchange, merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In ; and in any such case, case appropriate adjustment adjustments shall be made in the application of the provisions of this Section 5.3 set forth herein with respect to the rights and interests of the Holder after registered Holder, such merger, consolidation or sale to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to the number and kind of securities or the type and amount of property thereafter deliverable upon the exercise of this Series 1 Bridge Note. The above provisions shall similarly apply to successive consolidations, share exchanges, mergers, and sales. Any adjustment required by this Section 5.3 (including adjustments 7(a) because of a consolidation, share exchange, merger, or sale shall be set forth in an undertaking delivered to the Conversion Price then in effect registered Holder and number of shares purchasable executed by the Successor Company which provides that Holder shall have the right upon conversion of this DebentureSeries 1 Bridge Note to receive the kind and number of securities or amount and kind of property of the Successor Company or to which the holder of a number of shares of Common Stock deliverable upon conversion (immediately prior to the time of such consolidation, share exchange, merger, or sale) shall continue of this Series 1 Bridge Note would have been entitled upon such consolidation, share exchange, merger, or sale. (b) In the event the Company should at any time, or from time to be applicable time after that event and the Original Issue Date, fix a record date for the effectuation of a stock split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock, or securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon exercise or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split, or subdivision if no record date is fixed), the number of shares of Common Stock issuable upon conversion hereof shall be proportionately increased by the same proportion as nearly equivalent the increase in the number of outstanding Common Stock Equivalents of the Company resulting from the dividend, distribution, split, or subdivision. Notwithstanding the preceding sentence, no adjustment shall be made to decrease the Conversion Price below $.001 per share. (c) In the event the Company should at any time or from time to time after the Original Issue Date, fix a record date for the effectuation of a reverse stock split, or a transaction having a similar effect on the number of outstanding shares of Common Stock of the Company, then, as of such record date (or the date of such reverse stock split or similar transaction if no record date is fixed), the number of shares of Common Stock issuable upon the conversion hereof shall be proportionately decreased by the same proportion as the decrease of the number of outstanding Common Stock Equivalents resulting from the reverse stock split or similar transaction. (d) In the event the Company should at any time or from time to time after the Original Issue Date, fix a record date for a reclassification of its Common Stock, then, as of such record date (or the date of the reclassification if no record date is set), this Series 1 Bridge Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such reclassification to a holder of a number of shares of Common Stock equal to the provisions number of shares of Common Stock issuable upon the conversion hereof as may be practicableimmediately prior to such reclassification. (e) The Company shall promptly will not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, issue, or sale of securities, sale of assets or any other voluntary action, void or seek to avoid the observance or performance of any of the terms of the Series 1 Bridge Note, but will at all times in good faith assist in the carrying out of all such terms and in any case the taking of all such actions as may be necessary or appropriate in order to protect the rights of Holder against dilution or other impairment. Without limiting the generality of the foregoing, the Company (x) will not later than ten (10) days after the date create a par value of any adjustment share of stock receivable upon the exercise of the Conversion Price give written notice of Series 1 Bridge Note above the amount payable therefor upon such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issuedexercise, and (y) will take all such action as may be necessary or appropriate in order that Conversion Price the Company may validly and that number of Shares shall be considered to have been so changed as legally issue fully paid and non-assessable shares upon the exercise of the close of business on the date of the adjustmentSeries 1 Bridge Note.

Adjustments to Conversion Price. (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.35.3 hereof), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) In the event that, following the date of this Debenture, the Company shall issue shares of Common Stock (or other securities directly or indirectly convertible into Common Stock) without consideration or for consideration less than the Conversion Price then in effect, the Conversion Price shall concurrently be reduced to equal such consideration per share. (f) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (fg) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) While any part of the Convertible Note remains outstanding: 6.6.1 If the Company shall at any time while this Debenture is outstanding (A) pay a dividend (or other distribution) payable in shares of Common Stock to all or substantially all of the holders of the Common Stock of the Company; (B) subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding Stock into a larger number of shares or (C) combine the outstanding shares of Common StockStock into a smaller number of shares then, and in each such case, the Conversion Price then in effect immediately before that combination prior to such event shall be proportionately increasedadjusted (and any other appropriate actions shall be taken by the Company) so that a Convertible Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such Convertible Note been converted into shares of Common Stock immediately prior to the occurrence of such event. Except as otherwise provided below, any An adjustment under made pursuant to this Section 5.3 paragraph 6.6 shall become effective at retroactively (x) in the case of any such dividend or distribution, to the day immediately following the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a receive such dividend or other distribution with respect or (y) in the case of any such subdivision, combination or reclassification, to the Company's close of business on the day upon which such corporate action becomes effective. 6.6.2 In case the Company shall issue to all holders of its Common Stock payable in rights, options or warrants entitling the holders thereof to subscribe for or purchase shares of Common Stock (or securities of the Company other than convertible into or exchangeable for shares of Common Stock) at a price per share less than the Closing Sale Price as of the preceding Trading Day prior to the announcement of the Company’s anticipated issuance of such rights, then and options or warrants (treating the price per share of any security convertible or exchangeable or exercisable into Common Stock as equal to (A) the sum of the price paid to acquire such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock, in each case as determined by the Board of Directors if any portion of such eventprice paid to acquire or additional consideration payable is in a form other than cash, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to divided by (B) the number of shares of Common Stock receivable thereuponinto which such convertible, exchangeable or exercisable security is initially convertible, exchangeable or exercisable), other than (i) issuances of such rights, options or warrants if the Holder of a Convertible Note would be entitled to receive such rights, options or warrants upon conversion at any time of such Convertible Note into Common Stock; and (ii) issuances that are subject to certain triggering events (until such time as such triggering events occur), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect on the day immediately prior to the record date of such issuance by a fraction (y) the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock issued or to be issued upon or as a result of the issuance of such rights, options or warrants (or the maximum number into or for which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (z) the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate consideration for the total number of such additional shares of Common Stock so issued (or into or for which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of securities any additional consideration initially payable upon the conversion, exchange or exercise of such security) would purchase at the Company which he would have received had this Debenture been converted into Common Stock Market Value for the period ending on the date of issuance of such event and rights, options or warrants; provided, however, that, to the extent that shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered pursuant to such options, warrants or other rights, upon the expiration or termination of such options, warrants or other rights, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the Holder thereafter, during adjustments made upon the period from the date issuance of such event to and including options, warrants or other rights been made on the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, basis of the Shares issuable upon conversion delivery of this Debenture shall be changed into only the same or a different number of shares of any Common Stock (or securities convertible into or exchangeable for shares of Common Stock) actually delivered; provided, further, that if the Company distributes rights or warrants (other class than those referred to above in this paragraph 6.6.2) pro rata to the holders of Common Stock, so long as such rights or classes of stock of warrants have not expired or been redeemed by the Company, whether by recapitalization(I) the holder of any Convertible Note surrendered for conversion shall be entitled to receive upon such conversion, reclassification in addition to the Exchange Shares of Common Stock then issuable upon such conversion, a number of rights or other exchange warrants to be determined as follows: (other than a subdivision 1) if such conversion occurs on or combination prior to the date for the distribution to the holders of shares, rights or a capital reorganization, merger warrants of separate certificates evidencing such rights or sale of assets, provided for elsewhere in this Section 5.3warrants (the “Distribution Date”), the Holder shall, upon the conversion same number of this Debenture, be entitled rights or warrants to receive, in lieu which a holder of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of Common Stock equal to the number of Exchange Shares is entitled at the time of such other class conversion in accordance with the terms and provisions applicable to the rights or classes warrants; and (2) if such conversion occurs after the Distribution Date, the same number of stock that rights or warrants to which a holder of the number of shares of Common Stock into which such Convertible Note was convertible immediately prior to such Distribution Date would have been entitled on such Distribution Date had such Convertible Note been converted immediately prior to such Distribution Date in accordance with the terms and provisions applicable to the rights and warrants; and (II) the Conversion Price shall not be subject to receipt adjustment under this paragraph 6.6 on account of any declaration, distribution or exercise of such rights or warrants. 6.6.3 If the Company shall make a distribution to all holders of its Common Stock consisting of evidences of indebtedness, shares of its Capital Stock other than Common Stock or assets (including securities, but excluding those dividends, rights, options, warrants and distributions referred to in paragraphs 6.6.1 or 6.6.2 above), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Market Value for the period ending on the record date referred to below, and (y) the denominator of which shall be such Market Value less the then fair market value (as determined by the Holder if he had exercised his right Board of conversion Directors of this Debenture immediately before the Company) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed applicable to one share of Common Stock (but such denominator shall not be less than one); provided, however, that change. (d) If while this Debenture is outstanding, there no adjustment shall be a merger or consolidation made with respect to any distribution of rights to purchase securities of the Company if the Holder of a Convertible Note would otherwise be entitled to receive such rights upon conversion at any time of a Convertible Note into shares of Common Stock unless such rights are subsequently redeemed by the Company, in which case such redemption shall be treated for purposes of this paragraph 6.6.3 as a dividend on the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive such distribution. 6.6.4 Notwithstanding anything herein to the contrary, no adjustment under this paragraph 6.6 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or into another corporation adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Price; provided, however, that with respect to adjustments to be made to the Conversion Price in connection with cash dividends paid by the Company, the Company shall make such adjustments, regardless of whether such aggregate adjustments amount to 1% or more of the Conversion Price, no later than April 15 of each calendar year. Further, and notwithstanding anything herein to the contrary, in no event will the Conversion Price be less than the Closing Date Price, subject to adjustment under the same circumstances under which the Conversion Price is subject to adjustment pursuant to paragraph 6.6.1. 6.6.5 If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (other than and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record. 6.6.6 Upon any increase or decrease in the Conversion Price, then, and in each such case, the Company promptly shall deliver to each Holder of a merger Convertible Note a certificate signed by an authorized officer of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which does not result such adjustment was calculated and specifying the increased or decreased Conversion Price then in effect following such adjustment. 6.6.7 In the event of any reclassification, conversion, exchange or cancellation reclassification of outstanding shares of Common Stock of the Company(other than a change in par value, or from par value to no par value, or from no par value to par value), or in the sale event of all or substantially all any Fundamental Change, and provided in the case of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so Fundamental Change that the Holder shall thereafter be entitled does not elect the Fundamental Change Option pursuant to receive paragraph 6.5, each Convertible Note then outstanding shall, without the consent of any Holder of Convertible Notes, become convertible in accordance with this Agreement, only into the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon conversion such reclassification or Fundamental Change by a holder of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from Common Stock into which such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would Convertible Note could have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before prior to such mergerreclassification or Fundamental Change, consolidation or saleafter giving effect to any adjustment event. In any such case, appropriate adjustment shall be made in the application of the The provisions of this Section 5.3 with respect paragraph 6.6.7 and any equivalent thereof in any such securities similarly shall apply to the rights of the Holder after such merger, consolidation successive reclassifications or sale to the end that the Fundamental Changes. The provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect paragraph 6.6.7 and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and paragraph 6.5 shall be as nearly equivalent to the provisions hereof as may be practicablesole rights of Holders of Convertible Notes in connection with any reclassification or Fundamental Change and such Holders shall have no separate vote thereon. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If i. In the event the Company shall at any time while this Debenture is (i) subdivides outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares Stock into a larger number of Common Stock, (ii) combines (including by way of a reverse split) outstanding Common Stock into a smaller number of Common Stock or (iii) issues, in the event of a reclassification of Common Stock, any Common Stock of the Company, then the Conversion Price then in effect shall be adjusted by multiplying the Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before that combination such event, and of which the denominator shall be proportionately increasedthe number of shares of Common Stock outstanding immediately after such event. Except as otherwise provided below, any Any adjustment under made pursuant to this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on immediately after the record date with respect for the determination of members entitled to receive such dividend distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock splitre-classification. (b) In the event the Company, ii. If at any time or from time to time while after the issuance date of this Debenture is outstanding, Note there shall make or issue, or fix be a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities capital reorganization of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than by way of a subdivision stock split or combination of sharesshares or stock dividends or distributions, or a capital reorganizationreclassification, merger exchange or sale substitution of assets, provided for elsewhere in this Section 5.3shares), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock where the holders of the Company)’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's ’s properties and or assets to any other personperson (an “Organic Change”), then, then as a part of such merger, consolidation or sale, lawful Organic Change an appropriate revision to the conversion price shall be made if necessary and provision shall be made if necessary (by adjustments of the conversion price or otherwise) so that that, upon any subsequent conversion of this Note, the Holder shall thereafter be entitled have the right to receive upon conversion receive, in lieu of this Debenture, during the period specified in this DebentureConversion Shares, the number kind and amount of shares of stock or and other securities or property of the Company, Company or of the any successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 4(a) with respect to the rights of the Holder after such merger, consolidation or sale the Organic Change to the end that the provisions of this Section 5.3 4(a) (including adjustments of any adjustment in the Conversion Price conversion price then in effect and the number of shares purchasable of stock or other securities deliverable upon conversion of this DebentureNote) shall continue to be applicable applied after that event and shall be in as nearly an equivalent to the provisions hereof manner as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If In order to prevent dilution of the Company shall at any time while conversion rights granted under this Debenture is outstanding subdivide the outstanding shares of its Common StockSection 2.10, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any subject to adjustment from time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under to time pursuant to this Section 5.3 shall become effective at the close of business on 2.10(b). (i) Subject to Section 2.10 (b)(iii), if and whenever after the date the subdivision hereof Borrower issues or combination becomes effective. A dividend on sells any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision shares of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination consideration in an amount per share of Common Stock for purposes less than the Conversion Price in effect immediately prior to the time of this Section 5.3 at such issuance or sale, then immediately upon such issuance or sale the close Conversion Price shall be reduced to the Conversion Price determined by dividing (A) an amount equal to the sum of business on (x) the record date with respect product derived by multiplying the Conversion Price in effect immediately prior to such reverse stock split. (b) In the event the Company, at any time issuance or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to sale by the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, on a fully diluted basis, immediately prior to such issuance or sale, plus (y) the Shares issuable consideration, if any, received by Borrower upon conversion of this Debenture shall be changed into such issuance or sale, by (B) the same or a different total number of shares of Common Stock outstanding, on a fully diluted basis, immediately after such issuance or sale. The provisions of this Section 2.10(b)(i) shall not apply to any issuances of shares of Common Stock for which an adjustment has been made pursuant to Section 2.10(b)(ii). (ii) Subject to Section 2.10 (b)(iii), if and whenever after the date hereof Borrower shall issue or sell any options, warrants or other class rights to subscribe for or classes purchase any shares of stock of the CompanyCommon Stock or any Convertible Securities (as defined below), whether by recapitalizationor not the rights to exchange or convert thereunder are immediately exercisable, reclassification and the price per share for which Common Stock is issuable upon the exercise of such options, warrants or other rights or upon conversion or exchange (other of such Convertible Securities is less than a subdivision the Conversion Price in effect immediately prior to the time of such issuance or combination of sharessale, or a capital reorganization, merger then immediately upon such issuance or sale of assets, the Conversion Price then in effect shall be adjusted as provided for elsewhere in this Section 5.3), 2.10(b)(i) on the Holder shall, upon basis that (A) the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a maximum number of shares of Common Stock issuable pursuant to all such options, warrants or other class rights or classes necessary to effect the conversion or exchange of stock that would all such Convertible Securities shall be deemed to have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is issued and outstanding, there shall be a merger or consolidation of (B) the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding price per share for such shares of Common Stock shall be deemed to be the lowest price per share at which such shares of the Company)Common Stock are available to such holders, or the sale of all or substantially and (C) Borrower shall be deemed to have received all of the Company's properties and assets to any consideration, if any, payable for such options, warrants or other person, then, rights or Convertible Securities as a part of such merger, consolidation the date of the actual issuance or sale, lawful provision sale thereof. No further adjustments of the Conversion Price shall be made so that upon the Holder shall thereafter be entitled to receive actual issuance of such Common Stock upon exercise of such options, warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. For purposes of this DebentureAgreement “Convertible Securities” shall mean evidences of indebtedness, during the period specified in this Debenture, the number of shares of stock or other securities that are convertible into or property exchangeable, with or without payment of the Companyadditional consideration, or for shares of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or saleCommon Stock. In any such case, appropriate adjustment shall be made in the application of the The provisions of this Section 5.3 with respect 2.10(b)(i) shall not apply to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number any issuances of shares purchasable upon conversion of this Debenture) shall continue Common Stock for which an adjustment has been made pursuant to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicableSection 2.10(b)(i). (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. Upon any of the following events, the Conversion Price shall be adjusted, in accordance with the provisions set forth below, and the Company shall deliver to Holder a written statement, identifying the new Conversion Price, and providing reasonable supporting detail for the determination of such new Conversion Price. (a) If the Company (or after a SPAC Transaction, the Combined Company) shall at any time while or from time to time after the date of this Debenture is outstanding subdivide Convertible Note effect a subdivision of the outstanding shares of its Common StockCapital Stock (determined on an as-converted-to- common basis), the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if decreased so that the number of shares of Common Stock issuable on conversion of this Convertible Note shall be increased in proportion to such increase in the aggregate number of shares of Capital Stock outstanding (determined on an as-converted-to-common basis). If the Company shall at any time while or from time to time after the date of this Debenture is outstanding Convertible Note combine the outstanding shares of Common StockCapital Stock (determined on an as-converted-to-common basis), the Conversion Price then in effect immediately before that the combination shall be proportionately increasedincreased so that the number of shares of Common Stock issuable on conversion of this Convertible Note shall be decreased in proportion to such decrease in the aggregate number of shares of Capital Stock outstanding (determined on an as-converted-to-common basis). Except as otherwise provided below, any Any adjustment under this Section 5.3 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company (or after a SPAC Transaction, the Combined Company, ) at any time or from time to time while after the date of this Debenture is outstanding, Convertible Note shall make or issue, or fix a record date for the determination of holders of Common Capital Stock entitled to receive, a dividend or other distribution with respect to payable on the Company's Common Capital Stock payable in securities of the Company other than additional shares of Common Capital Stock, then and in each such event, provisions event the Conversion Price in effect immediately before such event shall be made so that decreased as of the Holder shall receive upon conversion hereoftime of such issuance or, in addition the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying such Conversion Price then in effect by a fraction: (i) the numerator of which shall be the total number of shares of Capital Stock (determined on an as-converted-to-common basis) issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which shall be the total number of shares of Capital Stock (determined on an as-converted-to-common basis) issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Capital Stock receivable thereupon(determined on an as-converted-to-common basis) issuable in payment of such dividend or distribution. Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, such Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this Section 6(b) as of the time of actual payment of such dividends or distributions. (c) In the event the Company (or after a SPAC Transaction, the amount Combined Company) at any time or from time to time after the date of this Convertible Note shall make or issue, or fix a record date for the determination of holders of Capital Stock entitled to receive, a dividend or other distribution payable in securities of the Company which he (other than a distribution of shares of Capital Stock in respect of outstanding shares of Capital Stock), then and in each such event the Holder shall be entitled receive, upon conversion of this Convertible Note, a dividend or other distribution of each such securities in an amount equal to the amount of such securities as the Holder would have received if all outstanding principal and accrued but unpaid interest had this Debenture been converted into Common Stock on the date of such event and had event, in accordance with the Holder thereafterprovisions of this Convertible Note. (d) If, during the period at any time or from time to time after the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstandingConvertible Note, the Shares Common Stock issuable upon the conversion of this Debenture shall be Convertible Note is changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or otherwise (other exchange than by a stock split or combination, dividend, distribution, merger or consolidation covered by Sections 6(a), (b), (c), or (e)), then in any such event the Holder shall have the right thereafter to convert this Convertible Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which this Convertible Note could have been converted immediately prior to such recapitalization, reclassification or change. (e) Subject to the provisions of Section 5(b), if there shall occur any consolidation or merger involving the Company (or after a SPAC Transaction, the Combined Company) in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a subdivision or combination of sharestransaction covered by Sections 6(b), (c), or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3(d)), the Holder shallthen, upon the conversion of following any such consolidation or merger, provision shall be made that this Debenture, Convertible Note shall thereafter be entitled to receive, convertible in lieu of the Shares Common Stock into which it was convertible prior to such event into the Holder would have become entitled to receive but for such changekind and amount of securities, cash or other property which a holder of the number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company (or after a SPAC Transaction, the Combined Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive ) issuable upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from Convertible Note immediately prior to such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture merger would have been entitled on to receive pursuant to such mergertransaction; and, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any in such case, appropriate adjustment shall be made in the application of the provisions of in this Section 5.3 6 with respect to the rights and interests thereafter of the Holder after such mergerHolder, consolidation or sale to the end that the provisions of set forth in this Section 5.3 (including adjustments of 6 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is basedConvertible Note. (f) The form of this Debenture need not be changed because of any adjustment in At all times after a SPAC Transaction, the Conversion Price or shall, subject to any other adjustments set forth in this Section 6, be equal to the Conversion Price at the closing of the 7GC Combination, divided by the Exchange Ratio (as defined in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment7GC Merger Agreement).

Adjustments to Conversion Price. (a) a. If the Company shall Company, at any time while the Debentures are outstanding, takes any of the actions described in this Debenture is outstanding subdivide Section 2.4, then, in order to prevent dilution of the outstanding shares of its Common Stockrights granted under the Debentures, at any time prior to the Maturity Date, the Conversion Price then will be subject to adjustment from time to time as provided in effect immediately before that subdivision shall be proportionately decreased, and if this Section 2.4. b. In case at any time the Company shall at pay or make a stock dividend or other distribution on any time while this Debenture is outstanding combine class of capital stock of the outstanding Company in shares of Common Stock, the Conversion Price then in effect immediately before that combination at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 reduced so that the same shall become effective equal the price determined by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, denominator shall be considered a subdivision the sum of such number of shares and the total number of shares of Common Stock for purposes of this Section 5.3 at constituting such dividend or other distribution, such adjustment to become effective immediately after the close opening of business on the record day following the date with respect to fixed for such determination; and in the event that such dividend or stock split. A reverse split other distribution is not made, or is made in part, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect (i) if such record date has not been fixed or (ii) based on the actual number of shares actually issued, as the Company's Common Stock case may be. c. In the case at any time the Company shall be considered a combination (A) subdivide its outstanding shares of Common Stock for purposes into a greater number of this Section 5.3 shares, (B) combine its outstanding shares of Common Stock into smaller number of shares, or (C) issue by reclassification of its shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) any shares of capital stock, the Conversion Price in effect at the close effective date of business on such subdivision, combination or reclassification shall be proportionally adjusted so that the record date with respect Holder of any Debenture surrendered for conversion after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if such Debenture had been converted immediately prior to such reverse stock splittime, the Holder would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. Such adjustment shall become effective immediately after the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successfully whenever any event listed above shall occur. (b) d. In the event the Company, case at any time or from time to time while this Debenture is outstanding, the Company shall make or issue, or fix a record date for the determination issuance of rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase Common Stock (or securities convertible into Common Stock) at a price per share less than the Current Market Price per share of Common Stock entitled to receiveon such record date, a dividend or other distribution with respect to the Company's Common Stock payable Conversion Price in securities effect at the opening of business on the Company other than shares of Common Stock, then and in each day following such event, provisions record date shall be made reduced so that the Holder same shall receive upon conversion hereof, in addition to equal the price determined by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock receivable thereupon, outstanding at the amount close of securities of business on such record date plus the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class Common Stock (or classes of stock its equivalent) which the aggregate of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu offering price of the Shares which total number of shares so offered for subscription or purchase would purchase at such Current Market Price per share of Common Stock and the Holder would have become entitled to receive but for such change, a denominator shall be the number of shares of Common Stock outstanding at the close of business on such other class record date plus the number of shares of Common Stock (or classes its equivalent) so offered for subscription or purchase, such reduction to become effective immediately after the opening of stock business on the day following such record date; provided, however, that no adjustment to the Conversion Price shall be made pursuant to this Section 2.4(e) if the Holders of Debentures receive, or are entitled to receive upon conversion or otherwise, the same rights, options, or warrants as are issued to the holders of Common Stock, on the same terms and conditions as such rights, options or warrants are so issued to the holders of Common Stock. Such reduction shall be made successfully whenever such record date is fixed; and in the event that such rights, options, or warrants are not so issued in part, or are issued but all or part of which would have then be in effect (i) if such record date had not been subject to receipt by fixed or (ii) based on the Holder if he had exercised his right actual number of conversion of this Debenture immediately before that changerights, options or warrants actually issued, as the case may be. e. In case at any time the Company shall fix a record date for the making of a distribution, by d wividend or otherwise, to all holders of its shares of Common Stock, of evidences of its indebtedness or assets (dincluding securities, but excluding (x) If while this Debenture is outstandingany dividend or distribution referred to in subsection (c) and any rights, there shall be a merger options or consolidation warrants referred to in subsection (e), and (y) any dividend, return of capital or distribution paid in cash out of the retained earnings of the Company and regular quarterly dividends consistent with or into another corporation (other than past practices), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a merger fraction, of which does not result in any reclassification, conversion, exchange or cancellation the numerator shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price per share of Common Stock on such record date, less the fair market value (as determined by a resolution of the Company), or the sale Board of all or substantially all Directors) of the Company's properties portion of the assets or evidences of indebtedness so to be distributed, and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision which the denominator shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the total number of outstanding shares of stock or other securities or property Common Stock multiplied by the Current Market Price per share of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or saleCommon Stock. In any such case, appropriate Such adjustment shall be made successively whenever such a record date is fixed and shall become effective immediately after the record date for determination of stockholders entitled to receive the distribution; and in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after event that such mergerdistribution is not so made, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue again be adjusted to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of which would then be in effect if such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is basedrecord date has not been fixed. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If the Company shall at any time anytime while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date of the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.35.3 hereof), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment adjustments and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (ai) If In case the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of hereafter (A) pay a dividend or make a distribution on its Common Stock, the Conversion Price then Stock in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares or (C) combine its outstanding shares of Common Stock into a smaller number of shares (each of (A) through (C) an "Action"), the Conversion Price then shall be adjusted to equal the product of the Conversion Price in effect immediately before that combination prior to such Action multiplied by a fraction, the numerator of which shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, outstanding immediately prior to such Action and the amount denominator of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of Common Stock outstanding immediately following such Action. An adjustment made pursuant to this subsection 3(c) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) In case the Company shall hereafter issue by reclassification of its Common Stock any other class or classes shares of capital stock of the Company, whether by recapitalization, reclassification or other exchange Company (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3"Reclassification"), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that that, immediately following such Reclassification, the Holder Notes shall thereafter be convertible into the kind and quantity of securities to which the Holders of such Notes would have been entitled pursuant to receive such Reclassification, had such Holders converted such Notes immediately prior to such Reclassification. (iii) In case the Company shall hereafter issue any shares of Common Stock other than Excluded Stock without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the issuance of such Common Stock, then such Conversion Price, as in effect immediately prior to each such issuance, shall forthwith be lowered to a price equal to the quotient obtained by dividing: (A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to such issuance, multiplied by the Conversion Price in effect immediately prior to such issuance, and (y) the consideration received by the Company upon such issuance; by (B) the total number of shares of Common Stock outstanding on a fully-diluted basis immediately after the issuance of such Common Stock. (iv) For the purposes of any adjustment of a Conversion Price pursuant to clause 3(c)(iii) above, the following provisions shall be applicable: (A) In the case of the issuance of Common Stock for cash in a public offering or private placement, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance and sale thereof. (B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment. (C) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities except for options to acquire Excluded Stock: (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (A) and (B) above), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of this Debentureor in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities, during options, or rights were issued and for a consideration equal to the period specified consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in this Debentureeach case to be determined in the manner provided in subdivisions (A) and (B) above); (3) on any change in the number of shares or exercise price of Common Stock deliverable upon exercise of any such options or rights or conversions of or exchanges for such securities, other than a change resulting from the antidilution provisions thereof, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have been obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change, or options or rights related to such securities not converted prior to such change, been made upon the basis of such change; (4) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have been obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities, or upon the exercise of the options or rights related to such securities and subsequent conversion or exchange thereof; and (5) No further adjustment of the Conversion Price adjusted upon the issuance of any such options, rights, convertible securities or exchangeable securities shall be made as a result of the actual issuance of Common Stock on the exercise of any such rights or options or any conversion or exchange of any such securities. (v) No adjustment in any Conversion Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in such Conversion Price; provided, that any adjustments not required to be made by virtue of this sentence shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph 3(c)(v) shall be made to the nearest one hundredth (1/100) of a cent or the nearest one tenth (1/10) of a share, as the case may be. (vi) In any case in which the provisions of this subsection 3(c) shall require that an adjustment shall become effective immediately after a record date of an event, the Company may defer until the occurrence of such event (1) issuing to the Holder of any Notes converted after such record date and before the occurrence of such event the shares of capital stock issuable upon such conversion by reason of the adjustment required by such event in addition to the shares of capital stock issuable upon such conversion before giving effect to such adjustments, and (2) paying to such Holder any amount in cash in lieu of a fractional share of capital stock pursuant to Section 4 below; provided, however, that the Company shall deliver to such Holder an appropriate instrument evidencing such Holder's right to receive such additional shares and such cash. (vii) Whenever a Conversion Price shall be adjusted as provided in subsection 3(c), the Company shall make available for inspection during regular business hours, at its principal executive offices or at such other place as may be designated by the Company, a statement, signed by its chief executive officer, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. The Company shall also cause a copy of such statement to be sent by first class certified mail, return receipt requested and postage prepaid, to each Holder of Notes at such Holder's address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of any notice required to be mailed under the provisions of paragraph (viii) below. (viii) If the Company shall propose to take any action of the types described in paragraphs 3(c)(i) and 3(c)(ii), the Company shall give notice to each Holder, in the manner set forth in paragraph (vii) above, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of the Company, such action or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or saleHolder's Note. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issuedany action which would require the fixing of a record date, such notice shall be given at least 20 days prior to the date so fixed, and that Conversion Price and that number in case of Shares all other action, such notice shall be considered given at least 30 days prior to have been so changed as the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the close legality or validity of business on the date of the adjustmentany such action.

Adjustments to Conversion Price. (a) If Except with respect to issuances of Capital Shares in connection with an acquisition or merger where the Company shall at Board of Directors of the Corporation determines in good faith that such Capital Shares are not being issued for consideration lower than the Current Market Price on the date of such issuance, for so long as any time while this Debenture is outstanding subdivide the outstanding shares of its the Series I Preferred Stock are outstanding, if the Corporation issues and sells (A) Common StockShares at a purchase price on the date of issuance thereof that is lower than the Conversion Price, (B) warrants or options with an exercise price on the date of issuance thereof that is lower than the Conversion Price for the Holder on such date, except for warrants or options issued pursuant to employee benefit plans consistent with those presently in effect, employee stock option agreements or stock incentive agreements of the Corporation, or (C) convertible, exchangeable or exercisable securities with a right to exchange at lower than the Current Market Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities, except for stock option agreements or stock incentive agreements, then on any date on which the Conversion Price shall be determined, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedreduced by an amount equal to the amount by which the purchase price, and if the Company shall at any time while this Debenture exercise price or exchange price, as applicable, is outstanding combine the outstanding shares of Common Stock, lower than the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except or Current Market Price, as otherwise provided belowapplicable, any adjustment under this Section 5.3 shall become effective at multiplied by a fraction the close denominator of business on the date the subdivision which is $3,953,020 or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect such lesser amount equal to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (bA) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Series I Preferred Stock receivable thereupon, outstanding at the amount of securities time of the Company adjustment, multiplied by (B) the Stated Value and the numerator of which he would have received had this Debenture been converted into Common Stock on is the date sum of such event and had (A) the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different aggregate number of shares of any other class or classes of stock of the Company(i) Common Shares, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion(A) as above, (ii) Common Shares into which the warrants or options are stated on exchangeable into, in the case of (B) above, or (iii) equity securities into which the convertible or exchangeable securities are exercisable into, in the case of (C) above, multiplied by (B) the Conversion Price, in each case, with a maximum adjustment equal to the applicable discount triggering such adjustment pursuant to this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmentSection 6.4.

Adjustments to Conversion Price. The Conversion Price shall be adjusted from time to time as follows: (ai) Common Stock Issued at Less than Market Value. If the Company shall at Corporation issues or sells any time while this Debenture is outstanding subdivide Common Stock other than Excluded Stock without consideration or for consideration per share less than the outstanding shares Market Price of its the Common Stock, as of the day of such issuance or sale, the Conversion Price then in effect immediately before that subdivision shall prior to each such issuance or sale will immediately (except as provided below) be proportionately decreased, and if reduced to the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, price determined by multiplying (A) the Conversion Price then in effect immediately before that combination at which shares of Series B Preferred Stock were theretofore convertible by (B) a fraction of which the numerator shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close sum of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b1) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, outstanding immediately prior to such issuance or sale and (2) the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding additional shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during aggregate consideration received by the period specified in this Debenture, Corporation for the number of shares of stock or other securities or property Common Stock so offered would purchase at the Market Price per share of Common Stock on the Company, or of the successor corporation resulting from last trading day immediately preceding such merger, consolidation issuance or sale, to and of which a holder the denominator shall be the number of the Shares deliverable upon conversion shares of this Debenture would have been entitled on Common Stock outstanding immediately after such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation issuance or sale. In any such case, appropriate adjustment shall be made in For the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date purposes of any adjustment of the Conversion Price give written notice pursuant to this Section 7(c), the following provisions shall be applicable: (A) In the case of the issuance of Common Stock for cash, the amount of the consideration received by the Corporation shall be deemed to be the amount of the cash proceeds received by the Corporation for such adjustment Common Stock before deducting therefrom any discounts or commissions allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (B) In the number case of Shares the issuance of Common Stock (otherwise than upon the conversion of shares of Capital Stock or other securities issuable of the Corporation) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors, provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate Market Price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares. (C) In the case of the issuance of (a) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) or (b) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights are issued and for a consideration equal to the consideration (determined in the manner provided in Section 7(c)(i) (A) and (B), if any, received by the Corporation upon the issuance of such options, warrants or rights plus the minimum purchase price provided in such options, warrants or rights for the Common Stock covered thereby; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after exchange for any adjustment on any partial conversion such convertible or exchangeable securities, or upon replacement may continue to express the same Conversion Price and the same number exercise of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issuedoptions, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.war-

Adjustments to Conversion Price. (a) If In the Company shall event the Corporation at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any or from time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the to time effects a subdivision or combination becomes effective. A dividend on any security of its outstanding Common into a greater or lesser number of shares without a proportionate and corresponding subdivision or combination of its outstanding Preferred, then and in each such event the Company payable in Common Stock, or a split respective Conversion Price of the Company's Common Stock, each outstanding series of Preferred shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend decreased or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock splitincreased proportionately. (b) In the event the Company, Corporation at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than additional shares of Common Stockor other securities or rights (hereinafter referred to as "Common Stock Equivalents") convertible into or entitling the holder thereof to receive additional shares of Common without payment of any consideration by such holder for such Common Stock Equivalents or the additional shares of Common, then and in each such event, provisions shall be made so that event the Holder shall receive upon conversion hereof, in addition to the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common issuable in payment of such dividend or distribution or upon conversion or exercise of such Common Stock receivable thereupon, the amount of securities Equivalents shall be deemed to be issued and outstanding as of the Company which he would have received had this Debenture been converted into Common Stock on the date time of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receiveissuance or, in lieu of the Shares which the Holder would have become entitled to receive but for event such change, a number of shares of such other class or classes of stock that would record date shall have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstandingfixed, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on such record date. In each such event, the date Conversion Price shall be proportionately decreased as of the adjustmenttime of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date. (c) If at any time after the first date on which a share of Series A Preferred is first issued ("Series A Original Issue Date"), Series B Preferred is first issued ("Series B Original Issue Date"), or Series C Preferred is first issued ("Series C Original Issue Date"), the Corporation shall issue or sell Equity Securities, as defined in subsection (A) below, at a consideration per share (the "Lower Price") less than the Series A Preferred, Series B Preferred, or Series C Preferred Conversion Price, as applicable, in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Conversion Price of each share of Series A Preferred, Series B Preferred, and Series C Preferred, as applicable, shall be adjusted to a price (calculated to the nearest cent) determined by: (i) an amount equal to the sum of (x) the number of shares of Common outstanding immediately prior to such issue or sale multiplied by the then existing Series A Preferred, Series B Preferred, or Series C Preferred Conversion Price, as applicable, (y) the number of shares of Common issuable upon conversion or exchange of any obligations or of any shares of stock of the Corporation outstanding immediately prior to such issue or sale multiplied by the then existing Series A Preferred, Series B Preferred, or Series C Preferred Conversion Price, as applicable, and (z) an amount equal to the aggregate "consideration actually received" by the Corporation upon such issue or sale, divided by (ii) an amount equal to the sum of the number of shares of Common outstanding immediately after such issue or sale and the number of shares of Common issuable upon conversion or exchange of any obligations or of any shares of stock of the Corporation outstanding immediately prior to such issue or sale and the additional shares of Common issued and/or issuable upon conversion or exchange of the Equity Securities issued in such issuance or sale. For purposes hereof the following provisions shall be applicable:

Adjustments to Conversion Price. Any adjustment to the Conversion Price shall result in a change in the Conversion Ratio. The Conversion Price shall be subject to adjustment as follows: (a) If In case the Company Corporation shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while time: (i) pay a dividend (or other distribution) payable in shares of Common Stock on any class of capital stock (which, for purposes of this Debenture is outstandingSection 8 shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire capital stock) of the Corporation (other than the issuance of shares of Common Stock in connection with the conversion of the Series A Preferred Stock or as dividends in respect of the Series A Preferred Stock or any Parity Stock); (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; (iii) combine the outstanding shares of Common Stock into a smaller number of shares; (iv) issue any shares of its capital stock in a reclassification of the Common Stock; or (v) pay a dividend or make a distribution to all holders of shares of Common Stock (other than a dividend subject to Section 8(b)) pursuant to a stockholder rights plan, "poison pill" or similar arrangement, then, and in each such case, the Conversion Price in effect immediately prior to such event shall make be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the Holder of shares of the Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or issuewould have been entitled to receive upon or by reason of any of the events described above, had such share of the Series A Preferred Stock been converted into shares of Common Stock immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 8(a) shall become effective retroactively (x) in the case of any such dividend or fix a distribution, to the day immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive, a receive such dividend or other distribution with respect or (y) in the case of any such subdivision, combination or reclassification, to the Company's close of business on the day upon which such corporate action becomes effective. (b) In case the Corporation shall at any time or from time to time issue to all holders of its Common Stock payable in rights, options or warrants entitling the holders thereof to subscribe for or purchase shares of Common Stock (or securities of the Company other than convertible into or exchangeable for shares of Common Stock) at a price per share less than the Market Value for the period ending on the date of issuance (treating the price per share of any security convertible into, then and in each or exchangeable or exercisable for, Common Stock as equal to (i) the sum of the price paid to acquire such eventsecurity convertible into, provisions shall be made so that or exchangeable or exercisable for, Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the Holder shall receive upon conversion hereofconversion, in addition to exchange or exercise of such security into Common Stock divided by (ii) the number of shares of Common Stock receivable thereuponinto which such convertible, exchangeable or exercisable security is initially convertible, exchangeable or exercisable), other than (A) issuances of such rights, options or warrants if the amount Holder would be entitled to receive such rights, options or warrants upon conversion at any time of securities shares of the Company which he would have received had this Debenture been converted Series A Preferred Stock into Common Stock and (B) issuances that are subject to certain triggering events (until such time as such triggering events occur), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect on the day immediately prior to the record date of such issuance by a fraction (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock issued or to be issued upon or as a result of the issuance of such rights, options or warrants (or the maximum number into or for which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (y) the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate consideration for the total number of such additional shares of Common Stock so issued (or into or for which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of any additional consideration initially payable upon the conversion, exchange or exercise of such security) would purchase at the Market Value for the period ending on the date of conversion; provided, however, that if the Corporation distributes rights or warrants (other than those referred to above in this Section 8(b)) pro rata to the holders of Common Stock, the Conversion Price shall not be subject to adjustment on account of any declaration, distribution or exercise of such event rights or warrants so long as (x) such rights or warrants have not expired or been redeemed by the Corporation, and had (y) the Holder thereafterof any shares of the Series A Preferred Stock surrendered for conversion shall be entitled to receive upon such conversion, during in addition to the period from shares of Common Stock then issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such event conversion in accordance with the terms and provisions applicable to the rights or warrants and including (ii) if such conversion occurs after the conversion dateDistribution Date, retained the same number of rights or warrants to which a holder of the number of shares of Common Stock into which such securities receivable by himshares of the Series A Preferred Stock was convertible immediately prior to such Distribution Date would have been entitled on such Distribution Date had such shares of the Series A Preferred Stock been converted immediately prior to such Distribution Date in accordance with the terms and provisions applicable to the rights and warrants. (c) If while In case the Corporation shall at any time or from time to time: (i) make a pro rata distribution to all holders of shares of its Common Stock consisting exclusively of cash (excluding any cash portion of distributions referred to in Section 8(a)(v) above, or cash distributed upon a merger or consolidation to which Section 8(i) below applies), that, when combined together with (x) all other such all-cash distributions made within the then-preceding 12 months in respect of which no adjustment has been made and (y) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Corporation or any of its subsidiaries for shares of Common Stock concluded within the then-preceding 12 months in respect of which no adjustment pursuant to this Debenture is outstandingSection 8 has been made, in the Shares issuable upon conversion aggregate exceeds 10% of this Debenture shall be changed into the same or a different Corporation's market capitalization (defined as the product of the Market Value for the period ending on the record date of such distribution times the number of shares of Common Stock outstanding on such record date) on the record date of such distribution; (ii) complete a tender or exchange offer by the Corporation or any of its subsidiaries for shares of Common Stock that involves an aggregate consideration that, together with (A) any cash and other class consideration payable in a tender or classes exchange offer by the Corporation or any of stock its subsidiaries for shares of Common Stock expiring within the then-preceding 12 months in respect of which no adjustment pursuant to this Section 8 has been made and (B) the aggregate amount of any such all-cash distributions referred to in Section 8(c)(i) to all holders of shares of Common Stock within the then-preceding 12 months in respect of which no adjustments have been made, exceeds 10% of the CompanyCorporation's market capitalization (as defined in Section 8(c)(ii) on the expiration of such tender offer; or (iii) make a distribution to all holders of its Common Stock consisting of evidences of indebtedness, whether shares of its capital stock other than Common Stock or assets (including securities, but excluding those dividends, rights, options, warrants and distributions referred to in Sections 8(a) or 8(b) above or this Section 8(c), then, and in each such case, the Conversion Price then in effect shall be adjusted by recapitalizationdividing the Conversion Price in effect immediately prior to the date of such distribution or completion of such tender or exchange offer, reclassification as the case may be, by a fraction (x) the numerator of which shall be the Market Value for the period ending on the record date for the determination of stockholders entitled to receive such distribution, or, if such adjustment is made upon the completion of a tender or exchange offer, on the payment date for such offer, and (y) the denominator of which shall be such Market Value less the then fair market value (as determined by the Board of Directors of the Corporation) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or paid in such tender or exchange offer, applicable to one share of Common Stock (other but such denominator shall not be less than a subdivision or combination one); provided, however, that no adjustment shall be made with respect to any distribution of shares, or a capital reorganization, merger or sale rights to purchase securities of assets, provided for elsewhere in this Section 5.3), the Corporation if the Holder shall, upon the conversion of this Debenture, would otherwise be entitled to receivereceive such rights upon conversion at any time of shares of the Series A Preferred Stock into shares of Common Stock unless such rights are subsequently redeemed by the Corporation, in lieu which case such redemption shall be treated for purposes of this Section 8(c) as a dividend on the Shares which Common Stock. Such adjustment shall be made whenever any such distribution is made or tender or exchange offer is completed, as the Holder would have case may be, and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that changedistribution. (d) If while this Debenture is outstandingIn the case the Corporation at any time or from time to time shall take any action affecting its Common Stock (it being understood that the issuance or sale of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock, there or any options, warrants or other rights to acquire shares of Common Stock) to any Person at a price per share less than the Conversion Price then in effect shall not be deemed such an action), other than an action described in any of Sections 8(a), 8(b), 8(c) or 8(i), then the Conversion Price shall be a merger or consolidation adjusted in such manner and at such time as the Board of Directors of the Company Corporation in good faith determines to be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the Transfer Agent and the Holders along with the Officers' Certificate described in Section 8(h)). (e) Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Price. (f) The Corporation reserves the right to make such reductions in the Conversion Price in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the recipients. In the event the Corporation elects to make such a reduction in the Conversion Price, the Corporation will comply with the requirements of Rule 14e-l under the Exchange Act, and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price. (g) If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record. (h) Upon any increase or decrease in the Conversion Price pursuant to this Section 8, the Corporation promptly shall deliver to the Transfer Agent and each Holder an Officers' Certificate describing in reasonable detail the event requiring the increase or decrease in the Conversion Price and the method of calculation thereof and specifying the increased or decreased Conversion Price and Conversion Ratio in effect following such adjustment, and attaching and certifying the resolution of the Board of Directors pursuant to Section 8(d) (if applicable). (i) Subject to the provisions of Section 11, in the event of any reclassification of 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 in the event of any consolidation or merger of the Corporation with or into another corporation Person or any merger of another Person with or into the Corporation (other than a consolidation or merger in which the Corporation is the resulting or surviving Person and which does not result in any reclassification, conversion, exchange reclassification or cancellation change of outstanding shares of Common Stock of the CompanyStock), or in the event of any sale or other disposition to another Person of all or substantially all of the Company's properties assets of the Corporation (computed on a consolidated basis) (any of the foregoing, a "Transaction"), each share of the Series A Preferred Stock then outstanding shall, without the consent of any Holder, become convertible at any time, at the option of the Holder thereof, only into the kind and assets amount of securities (of the Corporation or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of the Series A Preferred Stock could have been converted immediately prior to such Transaction, after giving effect to any other personadjustment event, then, as a part including the exercise of the Change of Control Option contemplated in Section 11. The provisions of this Section 8(i) and any equivalent thereof in any such merger, consolidation or sale, lawful provision securities similarly shall apply to successive Transactions. The provisions of this Section 8(i) shall be made so that the Holder sole right of the Holders in connection with any Transaction and such Holders shall thereafter be entitled to receive upon conversion have no separate vote thereon. (j) For purposes of this Debenture, during the period specified in this DebentureSection 8, the number of shares of stock or other securities or property Common Stock at any time outstanding shall not include shares held in treasury of the Company, Corporation. The Corporation shall not pay any dividend or make any distribution on Common Stock held in treasury of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicableCorporation. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. At any time after the Issue Date, (ai) If the Company shall if at any time while this Debenture is outstanding subdivide the outstanding shares Borrower does not maintain or replenish the Reserved Amount (as defined herein) within three (3) business days of the request of the Holder; (ii) if, once obtained as required under the Transaction Documents, the Borrower fails to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT; (iii) if the Borrower fails to comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC,; (iv) if the Borrower effectuates a reverse split of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. without twenty (b20) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect days prior written notice to the Company's Common Stock payable in securities of Holder; (v) if, once listed, subsequently OTC Markets changes the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition Borrower’s designation to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. ‘No Information’ (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3Stop Sign), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. ‘Caveat Emptor’ (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanySkull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mxxx Sign) and does not cure such status within 10 business days; (vi) the sale restatement of all any financial statements filed by the Borrower with the SEC for any date or substantially all period from two (2) years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the Company's properties and assets to any other person, then, as a part result of such mergerrestatement would, consolidation or saleby comparison to the un-restated financial statement, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which have constituted a holder of the Shares deliverable upon conversion of this Debenture would have been entitled material adverse effect on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after with respect to this Note or the Purchase Agreement; (vii) once it begins trading on any of the trading markets or exchanges listed hereafter, any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, and such mergercessation of trading shall continue for a period of five consecutive (5) Trading Days; and/or (viii) if Borrow is trading, consolidation the Borrower loses the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2); and/or (ix) if the Holder is notified in writing by the Company or sale to the end Company’s transfer agent that the provisions Company does not have the necessary amount of authorized and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to a Conversion Notice, then in addition to all other remedies under this Section 5.3 Note, the Holder shall be entitled to increase, by two percent (including adjustments of 2%) for each occurrence, cumulative or otherwise, the discount to the Conversion Price then in effect and number of shares purchasable upon conversion of this Debentureshall apply for all future conversions under the Note until such time as the respective Default has been cured for fifteen (15) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicablecalendar days. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. Any adjustment to the Conversion Price shall result in a change in the Conversion Ratio. The Conversion Price shall be subject to adjustment as follows: (a) If In case the Company Corporation shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while time: (i) pay a dividend (or other distribution) payable in shares of Common Stock on any class of capital stock (which, for purposes of this Debenture is outstandingSection 8 shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire capital stock) of the Corporation (other than the issuance of shares of Common Stock in connection with the conversion of the Series A Preferred Stock or as dividends in respect of the Series A Preferred Stock or any Parity Stock); (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; (iii) combine the outstanding shares of Common Stock into a smaller number of shares; (iv) issue any shares of its capital stock in a reclassification of the Common Stock; or (v) pay a dividend or make a distribution to all holders of shares of Common Stock (other than a dividend subject to Section 8(b)) pursuant to a stockholder rights plan, "poison pill" or similar arrangement, then, and in each such case, the Conversion Price in effect immediately prior to such event shall make be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the Holder of shares of the Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or issuewould have been entitled to receive upon or by reason of any of the events described above, had such share of the Series A Preferred Stock been converted into shares of Common Stock immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 8(a) shall become effective retroactively (x) in the case of any such dividend or fix a distribution, to the day immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive, a receive such dividend or other distribution with respect or (y) in the case of any such subdivision, combination or reclassification, to the Company's close of business on the day upon which such corporate action becomes effective. (b) In case the Corporation shall at any time or from time to time issue to all holders of its Common Stock payable in rights, options or warrants entitling the holders thereof to subscribe for or purchase shares of Common Stock (or securities of the Company other than convertible into or exchangeable for shares of Common Stock) at a price per share less than the Market Value for the period ending on the date of issuance (treating the price per share of any security convertible into, then and in each or exchangeable or exercisable for, Common Stock as equal to (i) the sum of the price paid to acquire such eventsecurity convertible into, provisions shall be made so that or exchangeable or exercisable for, Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the Holder shall receive upon conversion hereofconversion, in addition to exchange or exercise of such security into Common Stock divided by (ii) the number of shares of Common Stock receivable thereuponinto which such convertible, exchangeable or exercisable security is initially convertible, exchangeable or exercisable), other than (A) issuances of such rights, options or warrants if the amount Holder would be entitled to receive such rights, options or warrants upon conversion at any time of securities shares of the Company which he would have received had this Debenture been converted Series A Preferred Stock into Common Stock and (B) issuances that are subject to certain triggering events (until such time as such triggering events occur), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect on the day immediately prior to the record date of such issuance by a fraction (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock issued or to be issued upon or as a result of the issuance of such rights, options or warrants (or the maximum number into or for which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (y) the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate consideration for the total number of such additional shares of Common Stock so issued (or into or for which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of any additional consideration initially payable upon the conversion, exchange or exercise of such security) would purchase at the Market Value for the period ending on the date of conversion; provided, however, that if the Corporation distributes rights or warrants (other than those referred to above in this Section 8(b)) pro rata to the holders of Common Stock, the Conversion Price shall not be subject to adjustment on account of any declaration, distribution or exercise of such event rights or warrants so long as (x) such rights or warrants have not expired or been redeemed by the Corporation, and had (y) the Holder thereafterof any shares of the Series A Preferred Stock surrendered for conversion shall be entitled to receive upon such conversion, during in addition to the period from shares of Common Stock then issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such event conversion in accordance with the terms and provisions applicable to the rights or warrants and including (ii) if such conversion occurs after the conversion dateDistribution Date, retained the same number of rights or warrants to which a holder of the number of shares of Common Stock into which such securities receivable by himshares of the Series A Preferred Stock was convertible immediately prior to such Distribution Date would have been entitled on such Distribution Date had such shares of the Series A Preferred Stock been converted immediately prior to such Distribution Date in accordance with the terms and provisions applicable to the rights and warrants. (c) If while In case the Corporation shall at any time or from time to time: (i) make a pro rata distribution to all holders of shares of its Common Stock consisting exclusively of cash (excluding any cash portion of distributions referred to in Section 8(a)(v) above, or cash distributed upon a merger or consolidation to which Section 8(i) below applies), that, when combined together with (x) all other such all-cash distributions made within the then-preceding 12 months in respect of which no adjustment has been made and (y) any cash and the fair market value of other consideration paid or payable in respect of any tender offer by the Corporation or any of its subsidiaries for shares of Common Stock concluded within the then-preceding 12 months in respect of which no adjustment pursuant to this Debenture is outstandingSection 8 has been made, in the Shares issuable upon conversion aggregate exceeds 10% of this Debenture shall be changed into the same or a different Corporation's market capitalization (defined as the product of the Market Value for the period ending on the record date of such distribution times the number of shares of Common Stock outstanding on such record date) on the record date of such distribution; (ii) complete a tender or exchange offer by the Corporation or any of its subsidiaries for shares of Common Stock that involves an aggregate consideration that, together with (A) any cash and other class consideration payable in a tender or classes exchange offer by the Corporation or any of stock its subsidiaries for shares of Common Stock expiring within the then-preceding 12 months in respect of which no adjustment pursuant to this Section 8 has been made and (B) the aggregate amount of any such all-cash distributions referred to in Section 8(c)(i) to all holders of shares of Common Stock within the then-preceding 12 months in respect of which no adjustments have been made, exceeds 10% of the CompanyCorporation's market capitalization (as defined in Section 8(c)(ii) on the expiration of such tender offer; or (iii) make a distribution to all holders of its Common Stock consisting of evidences of indebtedness, whether shares of its capital stock other than Common Stock or assets (including securities, but excluding those dividends, rights, options, warrants and distributions referred to in Sections 8(a) or 8(b) above or this Section 8(c), then, and in each such case, the Conversion Price then in effect shall be adjusted by recapitalizationdividing the Conversion Price in effect immediately prior to the date of such distribution or completion of such tender or exchange offer, reclassification as the case may be, by a fraction (x) the numerator of which shall be the Market Value for the period ending on the record date for the determination of stockholders entitled to receive such distribution, or, if such adjustment is made upon the completion of a tender or exchange offer, on the payment date for such offer, and (y) the denominator of which shall be such Market Value less the then fair market value (as determined by the Board of Directors of the Corporation) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or paid in such tender or exchange offer, applicable to one share of Common Stock (other but such denominator shall not be less than a subdivision or combination one); provided, however, that no adjustment shall be made with respect to any distribution of shares, or a capital reorganization, merger or sale rights to purchase securities of assets, provided for elsewhere in this Section 5.3), the Corporation if the Holder shall, upon the conversion of this Debenture, would otherwise be entitled to receivereceive such rights upon conversion at any time of shares of the Series A Preferred Stock into shares of Common Stock unless such rights are subsequently redeemed by the Corporation, in lieu which case such redemption shall be treated for purposes of this Section 8(c) as a dividend on the Shares which Common Stock. Such adjustment shall be made whenever any such distribution is made or tender or exchange offer is completed, as the Holder would have case may be, and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of stockholders entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that changedistribution. (d) If while this Debenture is outstandingIn the case the Corporation at any time or from time to time shall take any action affecting its Common Stock (it being understood that the issuance or sale of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock, there or any options, warrants or other rights to acquire shares of Common Stock) to any Person at a price per share less than the Conversion Price then in effect shall not be deemed such an action), other than an action described in any of Sections 8(a), 8(b), 8(c) or 8(i), then the Conversion Price shall be a merger or consolidation adjusted in such manner and at such time as the Board of Directors of the Company Corporation in good faith determines to be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the Transfer Agent and the Holders along with the Officers' Certificate described in Section 8(h)). (e) Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Price. (f) The Corporation reserves the right to make such reductions in the Conversion Price in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the recipients. In the event the Corporation elects to make such a reduction in the Conversion Price, the Corporation will comply with the requirements of Rule l4e-l under the Exchange Act, and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price. (g) If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record. (h) Upon any increase or decrease in the Conversion Price pursuant to this Section 8, the Corporation promptly shall deliver to the Transfer Agent and each Holder an Officers' Certificate describing in reasonable detail the event requiring the increase or decrease in the Conversion Price and the method of calculation thereof and specifying the increased or decreased Conversion Price and Conversion Ratio in effect following such adjustment, and attaching and certifying the resolution of the Board of Directors pursuant to Section 8(d) (if applicable). (i) Subject to the provisions of Section 11, in the event of any reclassification of 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 in the event of any consolidation or merger of the Corporation with or into another corporation Person or any merger of another Person with or into the Corporation (other than a consolidation or merger in which the Corporation is the resulting or surviving Person and which does not result in any reclassification, conversion, exchange reclassification or cancellation change of outstanding shares of Common Stock of the CompanyStock), or in the event of any sale or other disposition to another Person of all or substantially all of the Company's properties assets of the Corporation (computed on a consolidated basis) (any of the foregoing, a "Transaction"), each share of the Series A Preferred Stock then outstanding shall, without the consent of any Holder, become convertible at any time, at the option of the Holder thereof, only into the kind and assets amount of securities (of the Corporation or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of the Series A Preferred Stock could have been converted immediately prior to such Transaction, after giving effect to any other personadjustment event, then, as a part including the exercise of the Change of Control Option contemplated in Section 11. The provisions of this Section 8(i) and any equivalent thereof in any such merger, consolidation or sale, lawful provision securities similarly shall apply to successive Transactions. The provisions of this Section 8(i) shall be made so that the Holder sole right of the Holders in connection with any Transaction and such Holders shall thereafter be entitled to receive upon conversion have no separate vote thereon. (j) For purposes of this Debenture, during the period specified in this DebentureSection 8, the number of shares of stock or other securities or property Common Stock at any time outstanding shall not include shares held in treasury of the Company, Corporation. The Corporation shall not pay any dividend or make any distribution on Common Stock held in treasury of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicableCorporation. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. (a) If the Company shall The Conversion Price in effect at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision date shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any subject to adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstandingas follows, shall make subject to the exemptions described below in subsection 1.4: (a) if and whenever after the date hereof and prior to the Maturity Date, the Corporation shall: (i) subdivide or issue, or fix redivide the outstanding Common Shares into a record date for the determination of holders greater number of Common Stock entitled to receiveShares; (ii) reduce, combine or consolidate the outstanding Common Shares into a dividend smaller number of Common Shares; or other distribution with respect (iii) issue Common Shares to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale holders of all or substantially all of the Company's properties outstanding Common Shares by way of a stock dividend (other than Common Shares issued under a dividend reinvestment or similar plan), the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend (subject to payment of such stock dividend), as the case may be, shall, in the case of the events referred to in clauses (i) and assets (iii) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in the case of the events referred to in clause (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this paragraph 1.3(a) shall occur; any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend (subject to payment of such stock dividend) for the purpose of calculating the number of outstanding Common Shares under paragraphs 1.3(b) and (c) below; (b) if and whenever after the date hereof and prior to the Maturity Date, the Corporation shall fix a record date for the issuance of rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price (as defined below) of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be; (c) if and whenever the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other personthan Common Shares; (ii) rights, options, warrants or securities convertible into or exchangeable for Common Shares (excluding those referred to in paragraph 1.3(b) above); (iii) evidences of its Indebtedness; or (iv) assets, including cash (excluding regular periodic cash dividends paid in the ordinary course), then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price (as a part defined below) per Common Share on such record date, less the fair market value (as determined below) of such mergershares or rights, consolidation options, warrants or salesecurities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets so distributed, lawful provision and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so that made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such Common Shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets actually distributed, as the case may be. The fair market value of such shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets so distributed shall be determined in the good faith reasonable judgment of the Board of Directors of the Corporation; (d) for the purposes of this Debenture, the "CURRENT MARKET PRICE" per Common Share at any date shall be the average of the closing sale price per Common Share for the 20 consecutive trading days ending on the trading day immediately before such date on The Toronto Stock Exchange, or, if the Common Shares are not listed thereon, on the New York Stock Exchange, or, if the Common Shares are not listed thereon, on such national stock exchange on which the Common Shares are listed as may be selected for such purpose by the Board of Directors of the Corporation or, if the Common Shares are not listed on any such national stock exchange, then as quoted through the NASDAQ National Market System or, if the Common Shares are not listed on any stock exchange or quoted through the NASDAQ National Market System, then on the over_the_counter market (where an "active trading market" exists). An "active trading market" shall not be deemed to exist when the spread between the bid and ask prices per Common Share exceeds 15%. If there is no active trading market, the "Current Market Price" shall be determined in the good faith reasonable judgment of the Board of Directors of the Corporation whose determination shall be conclusive unless the Holder, within 10 Business Days after receiving written notice of such determination (delivered to the Holder's address as set forth in the Debenture Register), objects to such determination, in which event the Corporation and the Holder shall thereafter make their best good faith efforts to reach a mutually agreeable determination. In the event that agreement cannot be reached by the parties within 30 days after notice of objection, such question shall be submitted to arbitration by a single arbitrator who shall be a nationally-recognized investment banking firm selected by the Corporation and the holders of a majority in principal amount of the Outstanding Debentures. The determination of the arbitrator shall be final, conclusive and binding. If within 10 days after the end of the 30-day period the parties have not agreed upon the identity of the arbitrator, either party may, on notice to the other party, apply to a judge of the Federal Southern District Court of New York to appoint the arbitrator; (e) [Reserved] (f) if and whenever at any time after the date hereof and prior to the Maturity Date, there is a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a vertical short-form amalgamation with one or more of its Wholly-Owned Subsidiaries pursuant to the Business Corporation Act (Ontario)), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a "CAPITAL REORGANIZATION"), the Holder upon conversion of this Debenture after the effective date of such Capital Reorganization will be entitled to receive upon conversion of this Debenture, during and will accept for the period specified same aggregate consideration in this Debenture, lieu of the number of shares Common Shares to which the Holder was previously entitled upon such conversion, the aggregate number of stock or shares, other securities or property of other property, including cash, which the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder would have been entitled upon conversion hereof; subject, however, to any requirements necessary to ensure that the Capital Reorganization will not alter the Canadian Taxes (as defined in subsection 3.1) on payments under or in respect of this Debenture, including, without limitation, the requirement that if such mergerCapital Reorganization should occur on or prior to the day after the fifth anniversary of the date hereof, consolidation the Holder will be entitled to receive, at the option of the Corporation, and will accept in lieu of the number of Common Shares to which the Holder would have been entitled upon such conversion: (i) common shares of the Corporation or sale if the resulting corporation provided any such common shares are listed on a prescribed stock exchange as defined in the Income Tax Act (Canada) and which qualify as prescribed shares, as defined in Regulation 6208 of the Income Tax Act (Canada) generally, such that the fair market value of the number of such common shares equals the fair market value of the consideration on the date of such Capital Reorganization that the Holder would have been entitled to receive upon Capital Reorganization had this Debenture been converted into Common Shares immediately prior thereto; or (ii) the aggregate number of shares, other securities or other property, including cash, that the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been converted immediately before the registered holder of the number of Common Shares to which the Holder would have been entitled upon conversion hereof; the Corporation shall take all steps necessary to ensure that, after the effective date of a Capital Reorganization, the Holder will receive the aggregate number of shares, other securities or other property, including cash, to which the Holder is entitled as a result of such mergerCapital Reorganization; (g) in the case of any reclassification of, or other change in, the outstanding Common Shares of the Corporation other than a subdivision, redivision, reduction, combination or consolidation or sale. In any such casereferred to above, appropriate adjustment the Conversion Price shall be made adjusted in such manner, if any, and at such time, as the Board of Directors of the Corporation, acting reasonably and in good faith, may determine to be equitable in the application circumstances. Notwithstanding anything contained in this subsection 1.3(g), no adjustment of the Conversion Price shall be completed without the prior written consent of the Toronto Stock Exchange. The Corporation shall submit all applications and other materials necessary or advisable to obtain the prior written consent of the Toronto Stock Exchange under this subsection 1.3(g) as soon as practicable after determining any need to adjust the Conversion Price hereunder and use its reasonable best efforts to obtain such prior written consent as soon as practicable; (h) the adjustments provided for in paragraphs (a) to (f) are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 5.3 with respect to the rights subsection 1.3, provided that, notwithstanding any other provision of this subsection 1.3, no adjustment of the Holder after Conversion Price shall be required unless such merger, consolidation adjustment would require an increase or sale to the end that the provisions decrease of this Section 5.3 (including adjustments of at least 1% in the Conversion Price then in effect and number of shares purchasable upon conversion effect; provided, however, that any adjustments which by reason of this Debentureparagraph 1.3(h) shall continue are not required to be applicable after that event and made shall be as nearly equivalent carried forward and taken into account in any subsequent adjustment; and (i) in the event of any dispute arising with respect to the provisions hereof as computation of adjustments provided in subsection 1.3, such question shall be conclusively determined by a firm of chartered accountants appointed by the Corporation and acceptable to the Holder acting reasonably (who may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment auditors of the Conversion Price give written notice Corporation); such accountants shall have access to all necessary records of the Corporation and such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at determination shall be binding on the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time while this Debenture is outstanding subdivide the subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of its Common StockStock into a greater number of shares, the Conversion Price then in effect immediately before that prior to such subdivision shall will be proportionately decreased, and if reduced. If the Company shall at any time while this Debenture is outstanding combine the combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common StockStock into a smaller number of shares, the Conversion Price then in effect immediately before that prior to such combination shall will be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In Prior to the event consummation of any Organic Change (as defined below), the Company, at any time or from time Company will make appropriate provision (in form and substance satisfactory to time while this Debenture is outstanding, shall make or issuethe Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or fix a record date for in addition to, (as the determination of holders case may be) the shares of Common Stock entitled to receiveimmediately theretofore acquirable and receivable upon the conversion of this Holder's Bridge Note, a dividend such shares of stock, securities, or other distribution assets as may be issued or payable with respect to the Company's Common Stock payable to, or in securities of the Company other than shares of Common Stockexchange for, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock immediately theretofore acquirable and receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this DebentureBridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 7(c) and 7(d) below will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion acquire. For purposes of this Debenture immediately before that change. (d) If while this Debenture is outstandingAgreement, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in "Organic Change" means any recapitalization, reorganization, reclassification, conversionconsolidation, exchange or cancellation of outstanding shares of Common Stock of the Company)merger, or the sale of all or substantially all of the Company's properties and assets to any another Person (as defined below), or other person, then, as similar transaction which is effected in such a part way that holders of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be Common Stock are entitled to receive (either directly or upon conversion of this Debenturesubsequent liquidation) stock, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Companysecurities, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 assets with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price exchange for Common Stock; and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustmenta government or any department or agency thereof.

Adjustments to Conversion Price. (a) If From and after the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common StockIssue Date, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreasedadjusted from time to time as follows: (A) COMMON STOCK ISSUED AT LESS THAN THE MEASUREMENT PRICE. If the Corporation issues or sells any Common Stock (including Common Stock deemed issued in accordance with (3) below), and if other than Excluded Stock, without consideration or for consideration per share less than the Company shall at any time while this Debenture is outstanding combine Measurement Price immediately prior to each such issuance or sale, as of the outstanding shares day of Common Stocksuch issuance or sale, the Conversion Price then shall immediately (except as provided below) be reduced to the price determined by multiplying the Conversion Price in effect immediately before that combination prior to such issuance or sale by a fraction, the numerator of which shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close sum of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (bx) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into (including Common Stock on deemed issued in accordance with (3) below) outstanding immediately prior to such issuance or sale and (y) the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding additional shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so (including Common Stock deemed issued in accordance with (3) below) that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during aggregate consideration received by the period specified in this Debenture, Corporation for the number of shares of stock or other securities or property Common Stock so offered would purchase at a price per share of Common Stock equal to the Company, or of the successor corporation resulting from Measurement Price immediately prior to each such merger, consolidation issuance or sale, to and the denominator of which a holder shall be the number of the Shares deliverable upon conversion shares of this Debenture would have been entitled on Common Stock (including Common Stock deemed issued in accordance with (3) below) outstanding immediately after such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation issuance or sale. In any such case, appropriate adjustment shall be made in For the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date purposes of any adjustment of the Conversion Price give written notice pursuant to this PARAGRAPH (g)(iii)(A), the following provisions shall be applicable: (1) In the case of the issuance of Common Stock for cash, the amount of the consideration received by the Corporation shall be deemed to be the amount of the cash proceeds received by the Corporation for such adjustment Common Stock before deducting therefrom any discounts or commissions allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (2) In the number case of Shares the issuance of Common Stock (otherwise than upon the conversion of shares of Capital Stock or other securities issuable of the Corporation) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors. (3) In the case of the issuance of (a) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) or (b) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so -12- convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (i) the aggregate maximum number of shares of Common Stock deliverable upon conversion of this Debentureor in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities or Common Stock, and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by first-class mailthe Corporation for any such securities and related options, postage prepaidwarrants or rights, plus the additional consideration (determined in the manner provided in PARAGRAPH (g)(iii)(A)(1) and (2) hereof), if any, to be received by the registered Holder at Corporation upon the Holder's address as shown on conversion or exchange of such securities, or upon the Debenture Register. The certificate shall state exercise of any related options, warrants or rights to purchase or acquire such adjustment convertible or exchangeable securities and show in reasonable detail the facts on which such adjustment is based.subsequent conversion or exchange thereof; (fii) The form of this Debenture need not be changed because of on any adjustment in the Conversion Price or change in the number of Shares issuable shares of Common Stock deliverable upon its conversion. A Debenture issued after exercise of any adjustment on any partial such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Corporation upon replacement may continue such exercise, conversion or exchange, but excluding changes resulting from the anti-dilution provisions thereof (to express the same extent comparable to the anti-dilution provisions contained herein), the Conversion Price and the same number of Shares (appropriately reduced as then in the case of partial conversion) as are stated on this Debenture as initially issued, and that effect shall forthwith be readjusted to such Conversion Price and that number as would have been obtained had an adjustment been made upon the issuance of Shares such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (iii) on the expiration or cancellation of any such options, warrants or rights (without exercise), or the termination of the right to convert or exchange such convertible or exchangeable securities (without exercise), if the Conversion Price shall have been -13- adjusted upon the issuance thereof, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have been obtained had an adjustment not been made with respect to such expired, cancelled, or terminated options, warrants, rights or such convertible or exchangeable securities; and (iv) if the Conversion Price shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Conversion Price shall be considered to have been so changed as made for the actual issuance of Common Stock upon the close of business on the date of the adjustmentexercise, conversion or exchange thereof.

Adjustments to Conversion Price. The number of Conversion Shares and the Conversion Price shall be subject to adjustment from time to time as provided in this Section. There shall be no adjustment hereunder with respect to (aA) If the issuance or sale of shares or options to purchase shares of the Company shall Common Stock to employees, officers, directors and consultants of the Company and its subsidiaries (as such number of shares is appropriately adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) pursuant to plans or arrangements approved by the Company's Board of Directors; (B) the issue or sale to other entities or the owners thereof for acquisition purposes; (C) the issue and sale to banks, savings and loan associations, equipment lessors or other similar lending institutions in connection with such entities providing working capital credit facilities or equipment financing to the Company; (D) the issuance of Common Stock to Crossover Ventures, Inc. or its successors or assigns under the terms of the equity line of credit arrangement, as such may be amended from time to time, and (E) the issuance of Common Stock upon conversion of any shares of any series of the Company's Preferred Stock, the Company's Series A Convertible Debentures due 2006 or the Warrants. 6.1 If, at any time while any portion of this Debenture is outstanding subdivide the outstanding shares of its Common Stockremains outstanding, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision pay or combination becomes effective. A make a dividend or other distribution on any security class of capital stock of the Company payable in Common Stock, or a split of then, following the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a receive such stock dividend or other distribution with respect to distribution, the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions Conversion Price shall be made appropriately decreased so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock issuable on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion exercise of this Debenture shall be changed into the same or a different number of shares of increased in proportion to such increase in outstanding shares. 6.2 If, at any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion time while any portion of this Debenture immediately before that change. (d) If while this Debenture is remains outstanding, there shall be a merger or consolidation of (a) the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock shall be subdivided into a greater number of the Company), or the sale shares of all or substantially all of the Company's properties and assets to any other personCommon Stock, then, as a part of following the date upon which such mergersubdivision becomes effective, consolidation or sale, lawful provision the Conversion Price shall be made appropriately decreased so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion Common Stock issuable on exercise of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made increased in the application of the provisions of this Section 5.3 with respect proportion to the rights of the Holder after such mergerincrease in outstanding shares, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.and,

Adjustments to Conversion Price. (a) If the Company shall Company, at any time while this Debenture is outstanding after the Issuance Date shall (i) subdivide the outstanding shares of Common Stock into a larger number of shares, or (ii) combine outstanding shares of Common Stock into a smaller number of shares, or (iii) declare a stock dividend, the Conversion Price prior to the date of any such occurrence shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 14(a) shall become effective immediately after the effective date of the subdivision or a combination. (b) If the Company, at any time after the Issuance Date, shall declare a dividend or any other distribution upon any of its capital stock which is payable in Common Stock, then the Conversion Price in effect immediately prior to such declaration shall be reduced to an amount determined by multiplying the Conversion Price then in effect immediately before that subdivision by a fraction, (x) the numerator of which shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding number of shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security Stock and Common Stock equivalents of the Company payable in Common Stockoutstanding immediately prior to such declaration, or a split and (y) the denominator of the Company's Common Stock, which shall be considered a subdivision the number of shares of Common Stock for and Common Stock equivalents of the Company outstanding immediately after such declaration. For the purposes of this Section 5.3 at the close of business on foregoing adjustment, in the record date with respect to such dividend or stock split. A reverse split case of the Company's Common Stock shall be considered a combination issuance of any convertible or exchangeable securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock for purposes ("Exchangeable Securities"), the maximum number of this Section 5.3 at shares of Common Stock issuable upon exercise, conversion or exchange of such Exchangeable Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the close actual issuance of business on the record date with respect to Common Stock upon exercise, exchange or conversion of such reverse stock splitExchangeable Securities. (bi) In the event the Company, that at any time or from time to time while this Debenture is outstandingafter the Issuance Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon the conversion of this Debenture shall be is changed into the same or a different number of shares of any other class or classes of stock of the Companystock, whether by merger, consolidation, recapitalization, reclassification or other exchange otherwise (other than a subdivision or combination of shares, shares or a capital reorganization, merger stock dividend or sale of assets, reorganization provided for elsewhere in this Section 5.314), then and as a condition to each such event provision shall be made so that the Registered Holder shallshall have the right thereafter to convert this Debenture into the kind of stock receivable upon such recapitalization, upon reclassification or other change by holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion of this Debenture, and redemption shall be entitled adjusted to receive, reflect such change in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares or, if shares of such other a new class of stock are issued, to reflect the market price of the class or classes of stock that would have been subject to receipt by issued in connection with the Holder if he had exercised his right of conversion of this Debenture immediately before that changeabove described transaction. (dii) If while this Debenture at any time or from time to time after the Issuance Date there is outstanding, there shall be a merger or consolidation capital reorganization of the Company with or into another corporation (other than Common Stock, including by way of a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any of the Company (other personthan a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 14), then, as a part of and a condition to such mergerreorganization, consolidation or sale, lawful provision shall be made so that the Registered Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, Debenture the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares number of shares of Common Stock deliverable upon conversion of this Debenture the Debentures would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or salecapital reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 14 with respect to the rights of the Registered Holder after such merger, consolidation or sale the reorganization to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) 14 shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (ed) The Company shall promptly and in Whenever any case not later than ten (10) days after the date of any adjustment element of the Conversion Price give written is adjusted pursuant to Sections 12(a), (b) or (c), the Company shall promptly mail to the Registered Holder, a notice of setting forth the Conversion Price after such adjustment and the number setting forth a brief statement of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which requiring such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.