Common use of At Option of the Company Clause in Contracts

At Option of the Company. Subject to the provisions of this Section 5(a)(ii), at any time after the one year anniversary of the Closing Date, the Company may deliver a written notice upon five (5) Trading Days’ prior notice (such notice, a “Company Conversion Notice”) to the Investor stating its irrevocable election to convert at the Conversion Price of all (but not less than all) of the outstanding principal amount of this Note, provided that: (i) the VWAP for each of the 20 consecutive Trading Days prior to the date of such Company Conversion Notice is greater than $0.84 (subject to equitable adjustment as a result of the events set forth in Sections 11(a), (b) and (c)), on each date during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below), (ii) the Equity Conditions Are Satisfied, (iii) the average daily trading volume of the Common Stock during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below) shall be 150,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), and (iv) immediately before or after giving effect to such issuance on such date, no Event of Default or Default shall or would exist. Subject to the terms and conditions of this Section 5(a)(ii), the Company shall effect the conversion of this Note pursuant to a Company Conversion Notice on the 6th Trading Day immediately succeeding the date of the Company Conversion Notice (the “Company Conversion Date”). Notwithstanding anything to the contrary set forth in this Note, the Investor shall have the right to nullify such Company Conversion Notice if any of the conditions set forth in this Section 5(a)(ii) shall not have been met from the date of the Company Conversion Notice through the Company Conversion Date. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Company Conversion Notice through 6:30 p.m. on the Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) or Section 5(c) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in respect of a Company Conversion Notice, then notwithstanding anything to the contrary set forth in the Company Conversion Notice, the Company Conversion Notice shall be deemed automatically amended to apply only to such portion of this Note as would permit conversion in full in compliance with Section 5(b) or Section 5(c). The Investor will promptly (and, in any event, prior to the Company Conversion Date) notify the Company in writing following receipt of a Company Conversion Notice if Section 5(b)(i) or (ii) would restrict its right to receive the full number of otherwise issuable Underlying Shares following such Company Conversion Notice.

At Option of the Company. Subject ------------------------ to the provisions of this Section 5(a)(ii), at any time after the one year anniversary of the Closing Effective Date, the Company may deliver a written notice upon five (5) Trading Days’ prior notice (such notice, a “Company Conversion Notice”) to the Investor stating its irrevocable election to convert at the Conversion Price of all (but not less than all) of the outstanding principal amount of this Note, provided thatif the: (i) VWAP of the VWAP Common Stock for each of the 20 30 consecutive Trading Days and prior to the date of such the Company Conversion Notice (as defined below) is greater than $0.84 12.50 (subject to equitable adjustment as a result of the events set forth in Sections Section 11(a), (b) and (c)), on each date (ii) the Equity Conditions are satisfied during the entire period referred to referenced in clause (i) above and through the Company Conversion Date (as defined below), (ii) the Equity Conditions Are Satisfied, and (iii) the average daily trading volume of the Common Stock during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below) there shall be 150,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), and (iv) immediately before or after giving effect to such issuance on such date, no not exist an Event of Default or Default shall a default which, with the passage of time or notice, would existresult in an Event of Default, then the Company may deliver a written notice (such notice, a "COMPANY CONVERSION NOTICE") to the Holder stating its irrevocable election to convert at the Conversion Price all (but not less than all) of the outstanding principal amount of this Debenture. Subject to the terms and conditions of this Section 5(a)(ii), the Company shall effect the conversion of this Note Debenture pursuant to a Company Conversion Notice on the 6th 10th Trading Day immediately succeeding following the date of the Company Conversion Notice (the “Company Conversion Date”"COMPANY CONVERSION DATE"). Notwithstanding the foregoing or anything to the contrary set forth in this NoteDebenture, the Investor shall Holder have the right to nullify such Company Conversion Notice if any of the conditions set forth in this Section 5(a)(ii) shall not have been met from the date of the Company Conversion Notice through the Company Conversion Date. The Company covenants and agrees that it will honor all Holder Conversion Notices tendered from the time of delivery of the Company Conversion Notice through 6:30 p.m. on the Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the Investor Holder agree that, if and to the extent Section 5(b) or Section 5(c) of this Note Debenture would restrict the right of the Company to issue or the right of the Investor Holder to receive any of the Underlying Shares otherwise issuable upon the conversion described in this Section 5(a)(ii) in respect of a Company Conversion Notice, then notwithstanding anything to the contrary set forth in the Company Conversion Notice, the Company Conversion Notice shall be deemed automatically amended to apply only to such portion of this Note Debenture as would permit conversion in full in compliance with Section 5(b) or Section 5(c). The Investor Holder will promptly (and, in any event, prior to the Company Conversion Date) notify the Company in writing following receipt of a Company Conversion Notice if Section 5(b)(i) or (ii) would restrict its right to receive the full number of otherwise issuable Underlying Shares following such Company Conversion Notice.

At Option of the Company. Subject to Following the provisions of this Section 5(a)(ii), at any time after the one year 18th month anniversary of the Closing Original Issue Date, if the VWAP for each of 20 consecutive Trading Days (such 20 consecutive Trading Day period is hereinafter referred to as the "DETERMINATION PERIOD") equals or exceeds 175% of the Conversion Price in effect on the Original Issue Date (as adjusted for stock splits, stock dividends, stock combinations and other similar transactions) (the "PRICING THRESHOLD"), then the Company may, subject to the limitations set forth herein and in Section 6(a)(iii), require the Holder to convert all or any portion of the outstanding Conversion Amount of Debentures held by it at the Conversion Rate on the Company Conversion Date (as defined below). Notwithstanding the foregoing, the Company may deliver a written not require any conversion under this paragraph (and any notice upon five (5) Trading Days’ prior notice (such noticethereof will be void), a “Company Conversion Notice”) to the Investor stating its irrevocable election to convert at the Conversion Price of all (but not less than all) of the outstanding principal amount of this Note, provided thatunless: (iA) the VWAP for each of the 20 consecutive Trading Days prior to immediately preceding the date of such the Company Conversion Notice (as delivered below) is greater than $0.84 delivered exceeds the Pricing Threshold and (subject to equitable adjustment as a result B) from the beginning of the events set forth in Sections 11(a), (b) Determination Period through and (c)), on each date during including the entire period referred to in clause Company Conversion Date: (i) above the Equity Conditions are satisfied with respect to all of the Underlying Shares then issuable upon conversion in full of all outstanding principal amount of Debentures and through the Company Conversion Date (as defined below), (ii) the Equity Conditions Are Satisfied, (iii) VWAP on each Trading Day during such period exceeds the average daily trading volume of the Common Stock during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below) shall be 150,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), and (iv) immediately before or after giving effect to such issuance on such date, no Event of Default or Default shall or would existPricing Threshold. Subject to the terms and conditions of this Section 5(a)(ii), the The Company shall effect conversions under this Section 6(a)(ii) by delivering to the conversion of this Note pursuant to Holder a written notice in the form attached hereto as EXHIBIT B (the "COMPANY CONVERSION NOTICE"), which Company Conversion Notice on the 6th Notice, once given, shall be irrevocable. The fifth Trading Day immediately succeeding following the date of receipt of the Company Conversion Notice (is referred to herein as the “Company Conversion Date”). Notwithstanding anything to the contrary set forth in this Note, the Investor shall have the right to nullify such Company "COMPANY CONVERSION DATE." A Holder Conversion Notice if any of the conditions set forth in this Section 5(a)(ii) shall not have been met from the date of the Company Conversion Notice through the Company Conversion Date. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Company Conversion Notice through 6:30 p.m. on the Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) or Section 5(c) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in respect of a Company Conversion Notice, then notwithstanding anything to the contrary set forth in the Company Conversion Notice, the Company Conversion Notice shall be deemed automatically amended to apply only to such portion of this Note as would permit conversion in full in compliance with Section 5(b) or Section 5(c). The Investor will promptly (and, in any event, prior to the Company Conversion Date) notify the Company in writing following receipt of a Company Conversion Notice if Section 5(b)(i) or (ii) would restrict its right are sometimes referred to receive the full number of otherwise issuable Underlying Shares following such herein as a "CONVERSION NOTICE" and a Holder Conversion Date and a Company Conversion NoticeDate are sometimes referred to herein as a "CONVERSION DATE."

At Option of the Company. Subject to the provisions of this Section 5(a)(ii), at any time after the one year anniversary of the Closing Date, the Company may deliver a written notice upon five thirty (530) Trading Daysdays’ prior written notice (such notice, a “Company Conversion Notice”) to the Investor stating its irrevocable election to convert require the Investor to convert, on or after the six month anniversary of the Closing Date, at the Conversion Price of Price, all (but not less than all) or any part of the outstanding principal amount of this NoteNote for shares of Common Stock, along with payment in cash to the Investor for any accrued and unpaid interest hereunder, provided however, that: (i) the VWAP Closing Price for each of the 20 30 consecutive Trading Days prior to the date of such Company Conversion Notice is greater than $0.84 14.35 (subject to equitable adjustment as a result of the events set forth in Sections 11(a), (b) and (c)), (ii) on each date during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below), (ii) the Equity Conditions Are Satisfied, and (iii) the average daily trading volume of the Common Stock during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below) shall be 150,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), and (iv) immediately before or after giving effect to such issuance on such date, no Event of Default or Default shall exist or would existbe continuing. Subject to the terms and conditions of this Section 5(a)(ii), the Company shall effect the conversion of this Note pursuant to a Company Conversion Notice on the 6th Trading Day 31st day immediately succeeding the date of the Company Conversion Notice (the “Company Conversion Date”). Notwithstanding anything to the contrary set forth in this Note, the Investor shall have the right to nullify such Company Conversion Notice if any of the conditions set forth in this Section 5(a)(ii) shall not have been met from the date of the Company Conversion Notice through the Company Conversion Date. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Company Conversion Notice through 6:30 p.m. on the Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) or Section 5(c) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in respect of a Company Conversion Notice, then notwithstanding anything to the contrary set forth in the Company Conversion Notice, the Company Conversion Notice shall be deemed automatically amended to apply only to such portion of this Note as would permit conversion in full in compliance with Section 5(b) or Section 5(c). The Investor will promptly (and, in any event, prior to the Company Conversion Date) notify the Company in writing following receipt of a Company Conversion Notice if the Investor determines that Section 5(b)(i) or (ii) would restrict its right to receive the full number of otherwise issuable Underlying Shares following such Company Conversion Notice.