Common use of Company’s Response Clause in Contracts

Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than five (5) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, the Company shall cause the transfer agent to electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled. If less than the full principal and accrued but unpaid interest amount of this Note is submitted for conversion, then the Company shall within five (5) Business Days after receipt of the original Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount not so converted; provided that such new Note shall be substantially in the same form as this Note.

Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than five two (52) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "“Conversion Confirmation"”) to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. In the event the Company fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, the Company shall cause the transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company's ’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligibleeligible (or in the event the Holder otherwise requests), within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the HolderHolder or its nominee, for the number of Conversion Shares to which the Holder shall be entitled. If To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon and other sums due hereunder, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable Conversion Amount. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the full principal and accrued but unpaid interest amount of this Note is submitted for conversion, then stated on the Company shall within five (5) Business Days after receipt of the original Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount not so converted; provided that such new Note shall be substantially in the same form as this Noteface hereof.

Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than five two (52) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "“Conversion Confirmation"”) to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, the Company shall cause the transfer agent to electronically transmit the applicable Conversion Shares to Common Stock which the Holder shall be entitled by crediting the account of the Holder's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company's ’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If less than the full principal and accrued but unpaid interest amount of this Note is submitted for conversion, then the Company shall within five ten (510) Business Days after receipt of the original Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount not so converted; provided that such new Note shall be substantially in the same form as this Note.

Company’s Response. Upon receipt by the Company Borrower of a copy of a Conversion Notice, the Company Borrower shall (A) as soon as practicable, but in no any event later than five within one (51) Business Days after receipt of such Conversion NoticeDay, send, via facsimile or electronic mail (or otherwise deliver) facsimile, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Holder indicating that the Company will such holder and shall process such Conversion Notice in accordance with the terms herein. Within five herein and (5B) then on or before the second (2nd) Business Days after Day following the date of receipt by the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, the Company shall cause the transfer agent to electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Holder Borrower of such delivery. In Conversion Notice (the event that the Company's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation"SHARE DELIVERY DATE"), the Company Borrower shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the HolderHolder or its designee, for the number of Conversion Shares shares of Company Common Stock to which the Holder shall be entitled. If the specified principal amount submitted for conversion is less than the full principal and accrued but unpaid interest amount then Outstanding Principal Amount of this Note is submitted for conversionNote, then the Company shall within five (5) Borrower shall, as soon as practicable and in no event later than three Business Days after receipt of the original Note, Note (the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to the Holder holder a new Note representing the Outstanding Principal Amount not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be the date on which the Borrower receives by facsimile the Conversion Notice, and the person or persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Common Stock on such date. Upon surrender of a Note that is converted in part, the Borrower shall authenticate for the outstanding holder a new Note equal in principal and interest amount to the unconverted portion of the Note surrendered. If this Note is converted in part, the remaining portion of this Note not so converted; converted shall remain entitled to the conversion rights provided herein. Notwithstanding anything to the contrary expressed or implied herein or in the Note Purchase Agreement, in the event that a Conversion Notice is given in accordance herewith on or prior to the date on the 30-day prepayment notice period referred to Section 3.1(a) of the Note Purchase Agreement expires, then, in such new event, the Borrower shall not be entitled to prepay this Note and the Holder shall be substantially in the same form as entitled to convert this Note, in whole or in part, as stated in such Conversion Notice.

Company’s Response. Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall as soon as practicable, but in no event later than five (5) Business Days after receipt of such Conversion Notice, promptly send, via facsimile or electronic mail (or otherwise deliver) mail, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Holder indicating that and the Company will Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. Within five herein and (5II) on or before the third (3rd) Business Days after Day following the date of the Conversion Confirmation (receipt or the date of the Conversion Notice, if deemed receipt by the Company fails to issue of such Conversion Notice or, in the Conversion Confirmationcase of Major Transaction Company Shares, within the period provided in Section 3(d) (the “Share Delivery Date”), ; (A) provided that the Company's transfer agent Transfer Agent is participating in the The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("FAST") programProgram and provided that the Holder is eligible to receive Shares through DTC, the Company shall cause the transfer agent to electronically transmit the applicable credit such aggregate number of Conversion Shares to which the Holder shall be entitled by crediting the account of to the Holder's prime broker ’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five or (5B) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation)foregoing shall not apply, the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the HolderHolder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If less than notwithstanding the full principal provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion, and accrued but unpaid interest amount of the Principal represented by this Note is submitted for conversiongreater than the Principal being converted, then the Company shall within shall, as soon as practicable and in no event later than five (5) Business Days after receipt of this Note (the original Note, “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note for representing the outstanding principal Principal not converted and interest amount not so converted; provided that such new Note shall be substantially in the same form as cancel this Note. This Note and the Conversion Shares will be freely tradable, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares if the Unrestricted Conditions (as defined below) are met.