Common use of Cash or Common Stock Clause in Contracts

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay the Interest Amount in full in cash on each Payment Date or (ii) issue shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company shall deliver to all the holders of Notes a written irrevocable notice electing to pay such Interest Amount in cash or Common Stock on such Payment Date. Such notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to such Payment Date. If such notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount shall be paid in cash. If the Company elects to pay any Interest Amount in cash on an Payment Date, then on such date the Company shall pay to the Holder an amount equal to the Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest Amount due, by (y) 87.5% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein).

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of ValCom's Common Stock in satisfaction (the "Common Stock"), or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s optionboth . Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both ("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the "Notice Date"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an such amount equal to the Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Borrower repays any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date Repayment Date, or the date when all or part of the Monthly Amount is paid after a deferral by the Holder, shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)date.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay have the Interest right to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, (but not both, ) at the Company’s 's option. Prior to each Payment Date the The Company shall deliver to all the holders of Notes Debentures a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment Date("REPAYMENT ELECTION NOTICE"). Such notice Repayment Election Notice shall be delivered at least ten thirty (1030) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty sixty (2060) days prior to such Payment DateRepayment Date (the date of such notice being hereinafter referred to as the "NOTICE DATE"). If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company elects or is required to pay repay any Interest Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company shall pay to the Holder an amount equal to the Interest 105% of such Monthly Amount due in satisfaction of such obligation. If the Company elects or is required to pay such Interest repay any Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest Amount dueMonthly Amount, by (y) 87.5% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Repayment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election (whether by the Company or Holder) to pay the Monthly Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest full Monthly Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being convertedCommon Stock. Except as otherwise provided in this Section 1, all holders of Notes Debentures must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Monthly Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay the Interest Amount in full in cash on each Payment Date or (ii) issue shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company shall deliver to all the holders of Notes a written irrevocable notice electing to pay such Interest Amount in cash or Common Stock on such Payment Date. Such notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to such Payment Date. If such notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount shall be paid in cash. If the Company elects to pay any Interest Amount in cash on an Payment Date, then on such date the Company shall pay to the Holder an amount equal to the Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest Amount due, by (y) 87.590% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein).

Cash or Common Stock. Subject to the terms hereofof this Article II, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of the Borrower's common stock, as currently constituted (the "Common Stock in satisfaction Stock"), or any combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or any combination of both ("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to the applicable Repayment Date (the date of such Payment notice being hereinafter referred to as the "Notice Date"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within twenty (20) days prior to the prescribed period set forth in the preceding sentenceapplicable Repayment Date, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 105% of the Interest Monthly Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of Any shares of Common Stock in comprising the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company Monthly Amount are referred to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion herein as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)"Repayment Shares."

Cash or Common Stock. Subject to the terms hereofof this Article II, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of the Borrower’s Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both (“Repayment Election Notice”). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the “Notice Date”). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 101% of the Monthly Principal Amount and 100% of the Monthly Interest Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of Any shares of Common Stock in comprising the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company Monthly Amount are referred to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion herein as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)“Repayment Shares.”

Cash or Common Stock. Subject to the terms hereof, at the election of the holder, the Company shall either (i) pay satisfy payment of the Interest Amount in full on each of the Payment Dates either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, (but not both, at the Company’s option). Prior to each Payment Date The holder shall notify the Company shall deliver of its election to all the holders of Notes a written irrevocable notice electing to pay such Interest Amount be paid in cash or Common Stock on such ten days prior to the Payment Date. Such notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to Failing such Payment Date. If such notice is not delivered within the prescribed period set forth in the preceding sentencenotice, then the Interest Amount shall be paid in cashShares of Common Stock. If the Company elects is required to pay any Interest Amount in cash on an a Payment Date, then on such date Payment Date the Company shall pay to the Holder an amount equal to the such Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Amount is required to be paid in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest Amount due, by (y) 87.5% of the lower of (i) the Market Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable such Payment Date. Such shares shall be issued and delivered within three ten (310) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three five Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares of Common Stock, or (b) canceling such election to pay such Interest Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the full such Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both ("REPAYMENT ELECTION NOTICE"). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to as the "NOTICE DATE"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. However, any such Payment Datedeferred payment shall be deemed to have been made on a timely basis by the Borrower. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in cash. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an such amount equal to the Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Borrower repays any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date Repayment Date, or the date when all or part of the Monthly Amount is paid after a deferral by the Holder, shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Notice Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)."

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay have the right to satisfy payment of the Interest Amount in full in cash on each Payment Date either in cash or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, (but not both, ) at the Company’s option. Prior to each Payment Date the The Company shall deliver to all the holders of Notes a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Amount in full on such Payment Date in either cash or Common Stock on such (“Payment DateElection Notice”). Such notice Payment Election Notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the “Notice Date”). If such notice Payment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount payment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company elects or is required to pay any Interest Amount in cash on an a Payment Date, then on such date Payment Date the Company shall pay to the Holder an amount equal to the such Interest Amount due in satisfaction of such obligation. If the Company elects or is required to pay such any Interest Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest Amount dueAmount, by (y) 87.5% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable such Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election (whether by the Company or Holder) to pay such Interest Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the full such Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being convertedCommon Stock. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally the same with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.

Cash or Common Stock. Subject to the terms hereofof this Article II, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of the Borrower's Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both (" Repayment Election Notice "). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment Dateas the " Notice Date "). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in ""the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 103% of the Monthly Principal Amount and 100% of the Monthly Interest Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of Any shares of Common Stock in comprising the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company Monthly Amount are referred to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion herein as the Holder specifies is to be paid in cash instead of being converted" Repayment Shares . Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)."

Cash or Common Stock. Subject to the terms hereofof this Article II, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of the Borrower’s Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both (“Repayment Election Notice”). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the “Notice Date”). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 101% of the Monthly Principal Amount and 100% of the Monthly Interest Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of Any shares of Common Stock in comprising the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company Monthly Amount are referred to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion herein as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)“Repayment Shares.” 2.3

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Corporation has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in registered shares of Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Corporation shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or registered Common Stock on such Payment DateStock, or a combination of both (“Repayment Election Notice”). Such notice Repayment Election Notice shall be delivered to the Holder at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the “Notice Date”). If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company Corporation elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Corporation shall pay to the Holder an amount equal to 102% of the Interest Monthly Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Corporation repays all or a portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of Conversion Price (ias defined herein) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)date.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both ("REPAYMENT ELECTION NOTICE"). Such notice Repayment Election Notice shall be delivered to the Holder at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to the applicable Repayment Date (the date of such Payment Datenotice being hereinafter referred to as the "NOTICE DATE"). If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 105% of the Interest Monthly Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Borrower repays all or a portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of Conversion Price (ias defined herein) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)date.

Cash or Common Stock. Subject to the terms hereof, the Company shall have the right to satisfy repayment of this Note on the Maturity Date pursuant to Section 1(a) either (i) pay the Interest Amount in full in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, but not both, (or a combination thereof) at the Company’s option. Prior to each Payment Date the The Company shall deliver to all the holders of Notes Holder a written irrevocable notice electing to pay make such Interest Amount payment in either cash or Common Stock on such (or both) (“Payment DateElection Notice”). Such notice Payment Election Notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Maturity Date but no more than twenty (20the date of such notice being the “Notice Date”) days prior and specify the portion of the outstanding Principal Amount to such Payment Datebe repaid in Common Stock. If such notice Payment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount payment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s option. If the Company elects or is required to pay any Interest the outstanding Principal Amount in cash on an Payment the Maturity Date, then on such date the Company shall pay to the Holder an amount equal to such portion of the Interest outstanding Principal Amount due being paid in cash in satisfaction of such obligation. If the Company elects or is required to pay such Interest the outstanding Principal Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest outstanding Principal Amount dueelected to be repaid in Common Stock, by (y) 87.5% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment DateConversion Price. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Maturity Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, encumbrances and restrictions and free and clear of legends. If any the Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election (whether by the Company or Holder) to pay such outstanding Principal Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest full such outstanding Principal Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction , or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both ("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the "Notice Date"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an such amount equal to the Interest Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein).

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay the Interest Amount in full in cash on each Payment Date or (ii) issue shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company shall deliver to all the holders of Notes a written irrevocable notice electing to pay such Interest Amount in cash or Common Stock on such Payment Date. Such notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to such Payment Date. If such notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount shall be paid in cash. If the Company elects to pay any Interest Amount in cash on an a Payment Date, then on such date the Company shall pay to the Holder an amount equal to the Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest Amount due, by (y) 87.590% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein).

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay have the Interest right to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, (but not both, ) at the Company’s 's option. Prior to each Payment Date the The Company shall deliver to all the holders of Notes Debentures a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment Date("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten thirty (1030) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty sixty (2060) days prior to such Payment Repayment Date (the date of such notice being hereinafter referred to as the "Notice Date"). If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company elects or is required to pay repay any Interest Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company shall pay to the Holder an amount equal to the Interest 105% of such Monthly Amount due in satisfaction of such obligation. If the Company elects or is required to pay such Interest repay any Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest Amount dueMonthly Amount, by (y) 87.5% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Repayment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election (whether by the Company or Holder) to pay the Monthly Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest full Monthly Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being convertedCommon Stock. Except as otherwise provided in this Section 1, all holders of Notes Debentures must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Monthly Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both ("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the "Notice Date"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an such amount equal to the Interest Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein).

Cash or Common Stock. Subject to the terms hereofof this Article II, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of the Borrower’s Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both (" Repayment Election Notice "). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment Dateas the " Notice Date "). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 101% of the Monthly Principal Amount and 100% of the Monthly Interest Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of Any shares of Common Stock in comprising the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company Monthly Amount are referred to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion herein as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)" Repayment Shares ."

Cash or Common Stock. Subject to the terms hereofof this Article II, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of the Borrower’s common stock, as currently constituted (the “Common Stock in satisfaction Stock”), or any combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or any combination of both (“Repayment Election Notice”). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to the applicable Repayment Date (the date of such Payment notice being hereinafter referred to as the “Notice Date”). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within twenty (20) days prior to the prescribed period set forth in the preceding sentenceapplicable Repayment Date, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to 105% of the Interest Monthly Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of Any shares of Common Stock in comprising the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company Monthly Amount are referred to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion herein as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)“Repayment Shares.”

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay have the right to satisfy payment of the Interest Amount or Bi-Monthly Amount, as the case may be, in full in cash on each Payment Date either in cash or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, (but not both, except as otherwise provided herein) at the Company’s option. Prior to each Payment Date the The Company shall deliver to all the holders of Notes a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Amount or Bi-Monthly Amount in full on such Payment Date in either cash or Common Stock on such (“Payment DateElection Notice”). Such notice Payment Election Notice shall be delivered at least ten fifteen (1015) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment Dateas the “Notice Date ”). If such notice Payment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount payment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder’s sole option. If the Company elects or is required to pay any Interest Amount or Bi-Monthly Amount in cash on an a Payment Date, then on such date Payment Date the Company shall pay to the Holder an amount equal to the such Interest Amount due or Bi-Monthly Amount, as the case may be, in satisfaction of such obligation. If the Company elects or is required to pay such any Interest Amount or Bi-Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date shall be the number determined by dividing (x) the Interest Amount dueor Bi-Monthly Amount, as the case may be, by (y) 87.5% the Interest Payment Rate (in the case of payment of the lower Interest Amount) or the Bi-Monthly Payment Rate (in the case of (i) payment of the Market Price determined Bi-Monthly Amount), in each case as of the Closing Date and (ii) the Market Price determined as of the applicable such Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, encumbrances and restrictions and legendsfree and clear of legends (to the extent provided in Section 5.7 of the Purchase Agreement). If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election (whether by the Company or Holder) to pay such Interest Amount or Bi-Monthly Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the such Interest Amount or Bi-Monthly Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being convertedCommon Stock. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally the same with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder and Bi-Monthly Amount in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay Borrower has the Interest sole option to determine whether to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction Stock, or a combination of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company The Borrower shall deliver to all the holders of Notes Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment DateStock, or a combination of both ("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten (10) Trading Days days prior to the applicable Payment Repayment Date but no more than twenty (20) days prior the date of such notice being hereinafter referred to such Payment as the "Notice Date"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in its sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay any Interest repay all or a portion of the Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an such amount equal to the Interest Amount due in satisfaction of such obligation. If the Company elects to pay such Interest Borrower repays any portion of the Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Date Repayment Date, or the date when all or part of the Monthly Amount is paid after a deferral by the Holder, shall be the number determined by dividing (x) the Interest portion of the Monthly Amount dueto be paid in shares of Common Stock, by (y) 87.5% of the lower of (i) the Market Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)date.

Cash or Common Stock. Subject to the terms hereof, the Company Borrower shall either (i) pay have the Interest right to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash or in shares of Common Stock (but not both) at the Borrower's option. The Borrower shall deliver to the Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Monthly Amount in full on each Payment such Repayment Date in either cash or Common Stock (ii"Repayment Election Notice"). Such Repayment Election Notice shall be delivered at least three (3) issue days prior to the applicable Repayment Date (the date of such notice being hereinafter referred to as the "Notice Date"). The Holder shall have the right to defer for any period of time the payment of the Monthly Amount in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, but not both, at the Company’s option. Prior to each Payment Date the Company shall deliver to all the holders of Notes a written irrevocable notice electing to pay such Interest Amount in cash or Common Stock on such Payment Date. Such notice shall be delivered at least ten (10) Trading Days prior to the applicable Payment Date but no more than twenty (20) days prior to such Payment Dateits sole discretion. If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company Borrower elects or is required to pay repay any Interest Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company Borrower shall pay to the Holder an amount equal to the Interest Monthly Amount due in satisfaction of such obligation. If the Company Borrower elects or is required to pay such Interest repay any Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest Amount dueMonthly Amount, by (y) 87.5% of the lower of (i) the Market applicable Conversion Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election to pay in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being converted. Except as otherwise provided in this Section 1, all holders of Notes must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein).

Cash or Common Stock. Subject to the terms hereof, the Company shall either (i) pay have the Interest right to satisfy payment of the Monthly Amount in full on each Repayment Date either in cash on each Payment Date or (ii) issue in shares of Common Stock in satisfaction of such Interest Amount in accordance with the terms hereof, (but not both, ) at the Company’s 's option. Prior to each Payment Date the The Company shall deliver to all the holders of Notes Debentures a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Interest Monthly Amount in full on such Repayment Date in either cash or Common Stock on such Payment Date("Repayment Election Notice"). Such notice Repayment Election Notice shall be delivered at least ten four (104) Trading Days prior to the applicable Payment Repayment Date but no more than twenty (20) days Trading Days prior to such Payment Repayment Date (the date of such notice being hereinafter referred to as the "Notice Date"). If such notice Repayment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Interest Amount repayment shall be paid made in casheither cash or shares of Common Stock on the same terms hereunder at the Holder's sole option. If the Company elects or is required to pay repay any Interest Monthly Amount in cash on an Payment a Repayment Date, then on such date Repayment Date the Company shall pay to the Holder an amount equal to the Interest such Monthly Amount due in satisfaction of such obligation. If the Company elects or is required to pay such Interest repay any Monthly Amount in shares of Common Stock, the number of such shares to be issued for such Payment Repayment Date shall be the number determined by dividing (x) the Interest Amount dueMonthly Amount, by (y) 87.5% of the lower of (i) the Market Price determined as of the Closing Date and (ii) the Market Price determined as of the applicable Payment such Repayment Date. Such shares shall be issued and delivered within three (3) Trading Days following such Payment Repayment Date and shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of all encumbrances, restrictions and legends. If any Holder does not receive the requisite number of shares of Common Stock in the form required above within such three Trading Day period, the Holder shall have the option of either (a) requiring the Company to issue and deliver all or a portion of such shares or (b) canceling such election (whether by the Company or Holder) to pay the Monthly Amount in Common Stock (in whole or in part), in which case the Company shall immediately pay in cash the Interest full Monthly Amount due hereunder or such portion as the Holder specifies is to be paid in cash instead of being convertedCommon Stock. Except as otherwise provided in this Section 1, all holders of Notes Debentures must be treated equally with respect to such payment of Interest Amounts. Any payment of the Interest Monthly Amount hereunder in shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note (except that such conversion shall be at the rate set forth above and except as otherwise provided herein)Stock.