Common use of Company Conversion Clause in Contracts

Company Conversion. At any time after the Issuance Date (the “Company Conversion Eligibility Date”), if (i) the Closing Sale Price of the Common Shares listed on the Principal Market or any other Eligible Market exceeds two hundred percent (200%) of the Conversion Price then in effect for a period of twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding the Company Conversion Notice Date (the “Company Conversion Measuring Period”) and (ii) the average daily trading volume of the Common Shares trading on the Principal Market or any other Eligible Market over such Company Conversion Measuring Period equals or exceeds one percent (1%) of the then outstanding Common Shares, the Company shall have the right to elect to automatically convert some or all of the Conversion Amount of this Bond (the “Company Conversion Amount”) as designated in a Company Conversion Notice (as defined below) on the Company Conversion Date (as defined below) (a “Company Conversion”). The Company may exercise its right to effect a Company Conversion under this Section 3(d) by delivering a written notice thereof to the Holders of Bonds (the “Company Conversion Notice” and the date of such notice is referred to as the “Company Conversion Notice Date”). The Company Conversion Notice shall be irrevocable. The Company Conversion Notice shall (x) state the date on which the Company Conversion shall occur (the “Company Conversion Date”) which shall be no later than the thirtieth (30th) Business Day following the Company Conversion Notice Date and (y) state the aggregate Conversion Amount of the Bonds which the Company has elected to be subject to Company Conversion pursuant to this Section 3(d) on the Company Conversion Date. The Company Conversion Date shall be treated as a Conversion Date for purposes of the Bonds.

Company Conversion. At If at any time from and after the Issuance Date (one year anniversary of the “Company Conversion Eligibility Date”), if issuance of this Note (i) the Closing Sale Price volume weighted average price (“VWAP) of the Common Shares listed on the Principal Market Stock equals or exceeds $8.00 over any other Eligible Market exceeds two hundred percent thirty (200%30) of the Conversion Price then in effect for a period of twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding the Company Conversion Notice Date period after such one year anniversary (the “Company Conversion Measuring PeriodTrigger Price”) (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the Subscription Date) and (ii) the average daily trading volume of Company meets the Common Shares trading on the Principal Market or any other Eligible Market over such Company Conversion Measuring Period equals or exceeds one percent Equity Conditions (1%) of the as defined below), then outstanding Common Shares, the Company shall have the right to elect require the Holder to automatically convert some all or all any portion of the principal and accrued interest then remaining under this Note into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4 hereof at the Conversion Amount of this Bond (the “Company Conversion Amount”) as designated Price in a Company Conversion Notice (as defined below) effect on the Company Mandatory Conversion Date (as defined below) (a “Company Mandatory Conversion”). The Company may exercise its right to effect a Company Conversion require conversion under this Section 3(d4(e) by delivering a written notice thereof by facsimile and overnight courier to the Holders of Bonds Holder (the “Company Mandatory Conversion Notice” and the date of the Holder receives such notice by facsimile is referred to as the “Company Mandatory Conversion Notice Date”). The Company Mandatory Conversion Notice shall be irrevocable. The Company Conversion Notice irrevocable and shall (xi) state the date on Trading Day selected for the Mandatory Conversion in accordance with this Section 4(e), which Trading Day shall be no sooner than five (5) Trading Days nor later than thirty (30) Trading Days following the Company Mandatory Conversion shall occur Notice Date (the “Company Mandatory Conversion Date”), (ii) the thirty (30) Trading Day period over which shall be no later than the thirtieth VWAP was calculated, (30thiii) Business Day following the Company Conversion Notice Date and (y) state portion of the aggregate Conversion Amount of the Bonds which the Company has elected to be subject to Company the Mandatory Conversion pursuant to this Section 3(d4(e)(i) and (iv) the number of shares of Common Stock to be issued to the Holder on the Company Mandatory Conversion Date (subject to adjustment for any adjustments to the Conversion Price occurring under this Note after the execution of the Mandatory Conversion Notice by the Company). Any portion of this Note converted by the Holder after the Mandatory Conversion Notice Date shall reduce the Conversion Amount subject to the applicable Mandatory Conversion that is required to be converted on the Mandatory Conversion Date. The mechanics of conversion set forth in Section 4(b) shall apply to any Mandatory Conversion as if the Company had received from the Holder on the Mandatory Conversion Date shall be treated as a Conversion Date for Notice with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion. For purposes of this note “Equity Conditions” shall mean: (a) the BondsCompany shall have paid all amounts owing to the Holder hereunder; (b) either (1) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) and there are a sufficient number of shares of Common Stock registered on the effective registration statement to permit the conversion of the then outstanding principal amount of the Note and the exercise of all then outstanding Warrants issued to the holder or (2) all of the shares issuable may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Holder; (c) the Common Stock is trading on a trading market and all of the shares issuable pursuant to the transaction documents are listed or quoted for trading on such trading market (and the Company believes, in good faith, that trading of the common stock on a trading market will continue uninterrupted for the foreseeable future); (d) there is a sufficient number of authorized shares of Common Stock for the issuance of all of the Shares; (e) there is no existing Event of Default or no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default hereunder; (f) the issuance of the Shares in question would not violate Beneficial Ownership Limitations; (g) there has been no public announcement of a pending or proposed fundamental transaction or change of control transaction that has not been consummated, (h) the holder is not in possession of any information provided by, or on behalf of, the Company or any of its subsidiaries or their respective affiliates that constitutes, or may constitute, material non-public information; and (i) for a period of 20 consecutive Trading Days prior to the applicable date in question, the average daily trading volume for the Common Stock has exceeded 100,000 shares per Trading Day.

Company Conversion. At If at any time from and after the Issuance Date (one year anniversary of the “Company Conversion Eligibility Date”), if issuance of this Note (i) the Closing Sale Price volume-weighted average price (“VWAP”) of the Common Shares listed on the Principal Market or Stock exceeds $0.40 per share over any other Eligible Market exceeds two hundred percent thirty (200%30) of the Conversion Price then in effect for a period of twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding measurement period after such one (1)-year anniversary (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the Company Conversion Notice Date (the “Company Conversion Measuring Period”) and date hereof), (ii) during the thirty (30) Trading Day measurement period referred to in subpart (i) above, the average daily trading volume of for the Common Shares trading on Stock is at least 500,000 shares (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the Principal Market or any other Eligible Market over such date hereof), and (iii) the Company Conversion Measuring Period equals or exceeds one percent meets the Equity Conditions (1%) of the as defined below), then outstanding Common Shares, the Company shall have the right to elect require the Holder to automatically convert some all or all any portion of the principal and accrued interest then remaining under this Note into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4 hereof at the Conversion Amount of this Bond (the “Company Conversion Amount”) as designated Price in a Company Conversion Notice (as defined below) effect on the Company Mandatory Conversion Date (as defined below) (a “Company Mandatory Conversion”). The Company may exercise its right to effect a Company Conversion require conversion under this Section 3(d4(e) by delivering a written notice thereof by facsimile and overnight courier to the Holders of Bonds Holder (the “Company Mandatory Conversion Notice” and the date of the Holder receives such notice by facsimile is referred to as the “Company Mandatory Conversion Notice Date”). The Company Mandatory Conversion Notice shall be irrevocable. The Company Conversion Notice irrevocable and shall (xi) state the date on Trading Day selected for the Mandatory Conversion in accordance with this Section 4(e), which Trading Day shall be no sooner than five (5) Trading Days nor later than thirty (30) Trading Days following the Company Objection to Complete Mandatory Conversion shall occur Date (the “Company Mandatory Conversion Date”), (ii) the thirty (30) Trading Day period over which shall be no later than the thirtieth VWAP was calculated, (30thiii) Business Day following the Company Conversion Notice Date and (y) state the aggregate Conversion Amount portion of the Bonds which principal balance of the Company has elected to be Note subject to Company the Mandatory Conversion pursuant to this Section 3(d4(e) and all accrued and unpaid interest on the Company Conversion Date. The Company Note through the Mandatory Conversion Date shall (the “Conversion Amount”) and (iv) the number of Common Shares to be treated as a issued to the Holder on the Mandatory Conversion Date (subject to adjustment for purposes any adjustments to the Conversion Price occurring under this Note after the execution of the Bonds.Mandatory Conversion Notice by the Company). In the event that the

Company Conversion. At Provided that the average Per Share Market Value for any time after the Issuance Date (the “Company Conversion Eligibility Date”), if (i) the Closing Sale Price of the Common Shares listed consecutive 30 Trading Day period commencing on the Principal Market Original Issue Date exceeds the Initial Conversion Price by more than 50%, this Debenture shall be convertible in whole or any other Eligible Market exceeds two hundred percent (200%) in part into a number of shares of Common Stock at the Conversion Price then in effect for a period at the option of twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding Company; provided, however, that the Company Conversion Notice Date (the “Company Conversion Measuring Period”) and (ii) the average daily trading volume of the Common Shares trading on the Principal Market or any other Eligible Market over such Company Conversion Measuring Period equals or exceeds one percent (1%) of the then outstanding Common Shares, the Company shall have the right is not permitted to elect to automatically convert some or all of the Conversion Amount of this Bond (the “Company Conversion Amount”) as designated in deliver a Company Conversion Notice (as defined below) on within 10 days after issuing any press release or other public statement relating to such conversion or at any time when the Company Conversion Date (as defined below) (a “Company Conversion”)Underlying Securities Registration Statement is not then effective or shares of Common Stock are not listed for trading. The Company may exercise its right to shall effect a Company Conversion under this Section 3(d) such conversion by delivering to the Holder a written notice thereof to in the Holders of Bonds form attached hereto as Exhibit B (the “"Company Conversion Notice” and "), which Company Conversion Notice, once given, shall be irrevocable. Each Company Conversion Notice shall specify the principal amount together with accrued interest of Debentures to be converted. The Company shall deliver such Company Conversion Notice at least two (2) Trading Days before the Maturity Date or the date of conversion (such notice date is hereinafter referred to as the “"Company Conversion Date"). Upon its receipt of a Company Conversion Notice, the Holder shall surrender the principal amount of Debentures subject to such notice at the office of the Company or of any transfer agent for the Debentures or Common Stock. If the Company is converting less than the aggregate principal amount of all Debentures, the Company shall, upon conversion of the principal amount of Debentures subject to such Company Conversion Notice Date”)and receipt of the Debentures surrendered for conversion, deliver to the Holder, a replacement Debenture for such principal amount of Debentures as have not been converted. The Each of a Holder Conversion Notice and a Company Conversion Notice shall be irrevocable. The Company is sometimes referred to herein as a "Conversion Notice shall (x) state the date on which the Company Notice," and each of a "Holder Conversion shall occur (the “Date" and a "Company Conversion Date”) which shall be no later than the thirtieth (30th) Business Day following the Company Conversion Notice Date and (y) state the aggregate Conversion Amount of the Bonds which the Company has elected " is sometimes referred to be subject to Company Conversion pursuant to this Section 3(d) on the Company herein as a "Conversion Date. The Company Conversion Date shall be treated as a Conversion Date for purposes of the Bonds."