Common use of Conversion at Option of Holder Clause in Contracts

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeCONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions hereunder by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company by facsimile a completed conversion notice in the form of conversion notice attached hereto as Exhibit A (a "Holder Conversion Notice") and delivery to the Company. Each Conversion Notice shall specify Company within two Trading Days thereafter of the principal amount of Debentures to be converted and converted. Each Holder Conversion Notice shall specify the date on which such conversion is to be effected, which date may not be prior to the date such Holder Conversion Notice is deemed to have been delivered hereunder (a "Holder Conversion Date"). If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Holder Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Holder Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b4(e)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture Subject to Section 6.1, Section 6.4 and Section 6.5.3, each share of Series A Non-Voting Preferred Stock then outstanding shall be convertible into shares of Common Stock at the option of the Holderconvertible, in whole or in part at any time and from time to time, time following 5:00 p.m. Eastern time on the third Business Day after the Original Issue Date (subject to date that the limitations on conversion set forth in Section 4(a)(ii) hereof). The Stockholder Approval is obtained by the Corporation, at the option of the Holder thereof, into a number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture equal to be converted, plus all accrued but unpaid interest thereon, by the Conversion PriceRatio, subject to the Beneficial Ownership Limitation (each, an “Optional Conversion”). The Holder Holders shall effect conversions by surrendering providing the Debentures (or such portions thereof) to be converted, together Corporation with the form of conversion notice attached hereto as Exhibit Annex A (a "“Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Notice of Conversion Notice") may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the Companyaccount of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). Each Conversion Notice shall specify the principal amount of Debentures to be converted and the The date on which such conversion is to an Optional Conversion shall be effected, which date may not be prior to deemed effective (the date such Conversion Notice is deemed to have been delivered hereunder (a "“Conversion Date")”) shall be the Trading Day that the Notice of Conversion, completed and executed, is sent via email to, and received during regular business hours by, the Corporation; provided, that the original certificate(s) (if any) representing such shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. If no Conversion Date is specified in a Conversion NoticeIn all other cases, the Conversion Date shall be defined as the date that Trading Day on which the original certificate(s) (if any) representing such Conversion shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice is deemed delivered hereunder. Subject to Section 4(b)of Conversion, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented are received by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time Corporation. The calculations set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedthe Notice of Conversion shall control in the absence of manifest or mathematical error.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeCONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(v) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeHOLDER CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Holder Conversion Notice is deemed to have been delivered hereunder (a "CONVERSION DATE") and shall contain a schedule in the form of SCHEDULE 1 to the Holder Conversion Notice (as amended on each Conversion Date, the ")CONVERSION SCHEDULE") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Holder Conversion Notice, the Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Holder Conversion Notice, once given, shall be irrevocable. If To effect conversions hereunder (including conversion pursuant to a Company Conversion Notice), the Holder is converting less than all of shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount represented by of this Debenture is so converted. Conversions hereunder shall have the Debenture(s) tendered by effect of lowering the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in full for any reason, the Company shall honor such conversion an amount equal to the extent permissible hereunder and applicable conversion, which shall promptly deliver to such Holder (in the manner and within the time be evidenced by entries set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.the Conversion

Conversion at Option of Holder. (A) This Debenture shall be .be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined equals the sum of (i) the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, converted by (y) the Conversion Price. Price (as defined herein), and (ii) the amount equal to (I) the product of (x) the outstanding principal amount of this Debenture to be converted and (y) the product of (1) the quotient obtained by dividing .12 by 360 and (2) the number of days for which such principal amount was outstanding, divided by (II) the Conversion Price on the Conversion Date, provided, that if the Holder shall have elected to receive the interest due on a Conversion Date in cash, subsection (ii) shall not be used in the calculation of the number of shares of Common Stock issuable upon a conversion hereunder . (B) The Holder shall effect conversions by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company and the Escrow Agent a completed notice in the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") ), including a completed Conversion Schedule in the form of Schedule 1 to the Company. Each Conversion Notice (on each Conversion Date, the "Conversion Schedule"). The Conversion Schedule shall specify set forth the remaining principal amount of Debentures this Debenture and all accrued and unpaid interest thereon subsequent to be converted and the conversion at issue. The date on which such conversion is to be effected, which date may not be prior to the date such a Conversion Notice is deemed to have been delivered hereunder (a is the "Conversion Date"). If no Conversion Date ." Unless the Holder is specified in a Conversion Noticeconverting the entire principal amount outstanding under this Debenture, the Conversion Date shall Holder is not be required to physically surrender this Debenture to the date that such Conversion Notice is deemed delivered hereunderCompany or Escrow Agent in order to effect conversions. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall Conversion Schedule. The Holder is converting less than all of and the Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with the Conversion Notice, or if a conversion hereunder cannot shall be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder controlling and shall promptly deliver to such Holder (determinative in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedabsence of manifest error.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date date of this Debenture (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeCONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iv) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company of the form of conversion notice attached hereto as Exhibit A (a "Holder Conversion Notice") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures the Debenture to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such the Holder Conversion Notice is deemed to have been delivered hereunder (a "Holder Conversion Date")) and shall contain a schedule in the form of Schedule 1 to the Holder Conversion Notice (as amended on the Holder Conversion Date, the "Conversion Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such the Holder Conversion Notice is deemed delivered hereunder. Subject Notwithstanding anything herein to Section 4(bthe contrary, a Holder Conversion Notice shall be revocable by the Holder at any time prior to the receipt by the Holder of a certificate representing the Underlying Shares issuable in connection with the Holder Conversion Notice. To effect conversions hereunder (including conversion pursuant to a Company Conversion Notice), each Conversion Noticethe Holder shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount of this Debenture is so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, once given, which shall be irrevocableevidenced by entries set forth in the Conversion Schedule. If The Holder and the Holder is converting less than all of Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with shall be controlling and determinative in the Conversion Noticeabsence of manifest error. The Holder and any assignee, or if by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a conversion hereunder cannot be effected in full for any reasonportion of this Debenture, the Company shall honor such conversion to the extent permissible hereunder unpaid and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such unconverted principal amount as has not been convertedof this Debenture may be less than the amount stated on the face hereof.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iv) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company of the form of conversion notice attached hereto as Exhibit A (a "Holder Conversion Notice") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Holder Conversion Notice is deemed to have been delivered hereunder (a "Holder Conversion Date")) and shall contain a schedule in the form of Schedule 1 to the Holder Conversion Notice (as amended on each Holder Conversion Date, the "Conversion Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject Notwithstanding anything herein to Section 4(bthe contrary, a Holder Conversion Notice shall be revocable by a Holder at any time prior to the receipt by such Holder of a certificate representing the Underlying Shares issuable in connection with such Holder Conversion Notice. To effect conversions hereunder (including conversion pursuant to a Company Conversion Notice), each Conversion Noticethe Holder shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount of this Debenture is so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, once given, which shall be irrevocableevidenced by entries set forth in the Conversion Schedule. If The Holder and the Holder is converting less than all of Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with shall be controlling and determinative in the Conversion Noticeabsence of manifest error. The Holder and any assignee, or if by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a conversion hereunder cannot be effected in full for any reasonportion of this Debenture, the Company shall honor such conversion to the extent permissible hereunder unpaid and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such unconverted principal amount as has not been convertedof this Debenture may be less than the amount stated on the face hereof.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date March 17, 2000 (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereonthereon (to the extent not previously paid in cash), by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeCONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture Whenever a Record Holder of ------------------------------ Receipts shall elect to convert shares of Stock underlying the Depositary Shares evidenced by such Receipts in accordance with the provisions of the Certificate, it shall deliver Receipts evidencing the Depositary Shares relating to the shares of Stock to be converted, together with written notice of conversion and a proper assignment of the Receipts to the Company or in blank to the Depositary or its agent. Each optional conversion of shares of Stock underlying Depositary Shares shall be convertible deemed to have been effected immediately prior to the close of business on the date of which the foregoing requirements have been satisfied. From and after the relevant date fixed for conversions (the "Conversion Date")(unless the Company shall have failed to convert the shares of Stock to be converted by it), all dividends in respect of the shares of Stock so called for conversion shall cease to accumulate, the shares of Stock and Depositary Shares so converted shall be deemed no longer to be outstanding, and all rights of the Record Holders of Receipts evidencing such Depositary Shares (except the right to receive shares of Common Stock and, if applicable, cash upon conversion) shall, to the extent of such Depositary Shares, cease and terminate. Upon any surrender for conversion of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), shares of Stock underlying such Depositary Shares shall be converted by the Company (as nearly as may be practicable without creating fractional shares) into shares of Common Stock at the option a conversion rate equal to one-twentieth of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The number of shares of Common Stock issuable received upon a conversion hereunder of each share of Stock pursuant to the Certificate. The foregoing shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") subject further to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted terms and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all conditions of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedCertificate.

Conversion at Option of Holder. This Debenture Subject to Section ‎6.3, each share of Series A Non-Voting Preferred Stock then outstanding shall be convertible into shares of Common Stock at the option of the Holderconvertible, in whole or in part at any time and from time to time, after at the Original Issue Date (subject to option of the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder thereof, into a number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture equal to be converted, plus all accrued but unpaid interest thereon, by the Conversion PriceRatio, subject to the Beneficial Ownership Limitation (as defined below) (each, an “Optional Conversion”). The Holder Holders shall effect conversions by surrendering providing the Debentures (or such portions thereof) to be converted, together Corporation with the form of conversion notice attached hereto as Exhibit Annex A (a "“Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Notice of Conversion Notice") may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the Companyaccount of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). Each Conversion Notice shall specify the principal amount of Debentures to be converted and the The date on which such conversion is to an Optional Conversion shall be effected, which date may not be prior to deemed effective (the date such Conversion Notice is deemed to have been delivered hereunder (a "“Conversion Date")”) shall be the Trading Day that the Notice of Conversion, completed and executed, is sent via email to, and received during regular business hours by, the Corporation; provided, that the original certificate(s) (if any) representing such shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. If no Conversion Date is specified in a Conversion NoticeIn all other cases, the Conversion Date shall be defined as the date that Trading Day on which the original certificate(s) (if any) representing such Conversion shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice is deemed delivered hereunder. Subject to Section 4(b)of Conversion, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented are received by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time Corporation. The calculations set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedthe Notice of Conversion shall control in the absence of manifest or mathematical error.

Conversion at Option of Holder. This Debenture Subject to Section 6.1, Section 6.4 and Section 6.5.3, each share of Series C Non-Voting Preferred Stock then outstanding shall be convertible into shares of Common Stock at the option of the Holderconvertible, in whole or in part at any time and from time to time, time following 5:00 p.m. Eastern time on the third Business Day after the Original Issue Date (subject to date that the limitations on conversion set forth in Section 4(a)(ii) hereof). The Stockholder Approval is obtained by the Corporation, at the option of the Holder thereof, into a number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture equal to be converted, plus all accrued but unpaid interest thereon, by the Conversion PriceRatio, subject to the Beneficial Ownership Limitation (each, an “Optional Conversion”). The Holder Holders shall effect conversions by surrendering providing the Debentures (or such portions thereof) to be converted, together Corporation with the form of conversion notice attached hereto as Exhibit Annex A (a "“Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Notice of Conversion Notice") may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the Companyaccount of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). Each Conversion Notice shall specify the principal amount of Debentures to be converted and the The date on which such conversion is to an Optional Conversion shall be effected, which date may not be prior to deemed effective (the date such Conversion Notice is deemed to have been delivered hereunder (a "“Conversion Date")”) shall be the Trading Day that the Notice of Conversion, completed and executed, is sent via email to, and received during regular business hours by, the Corporation; provided, that the original certificate(s) (if any) representing such shares of Series C Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. If no Conversion Date is specified in a Conversion NoticeIn all other cases, the Conversion Date shall be defined as the date that Trading Day on which the original certificate(s) (if any) representing such Conversion shares of Series C Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice is deemed delivered hereunder. Subject to Section 4(b)of Conversion, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented are received by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time Corporation. The calculations set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedthe Notice of Conversion shall control in the absence of manifest or mathematical error.

Conversion at Option of Holder. This Beginning on the 151st day after the Original Issue Date, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after provided, that a Holder may not convert in excess of 16.66% of the Debentures issued to it on the Original Issue Date during each 15 day period commencing 151 days after such Original Issue Date, (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iv) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date")) and shall contain a schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the "Conversion Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount of this Debenture is converting less than so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all of accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with shall be controlling and determinative in the Conversion Noticeabsence of manifest error. The Holder and any assignee, or if by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a conversion hereunder cannot be effected in full for any reasonportion of this Debenture, the Company shall honor such conversion to the extent permissible hereunder unpaid and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such unconverted principal amount as has not been convertedof this Debenture may be less than the amount stated on the face hereof.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part but subject to the limitations set forth herein, at any time and from time to time, after the Original Issue Date (subject Date; provided, that the Holder may not resell Underlying Shares issued upon conversions of Debentures under this Section 4(a)(i) until the 270th day after the Original Issue Date. During any 30-day period thereafter, the number of Underlying Shares issued upon conversions under this Section 4(a)(i) that the Holder shall be permitted to resell shall be limited to the limitations greater of (x) the number of Underlying Shares issuable upon conversion of $1,000,000 of Debentures (measured by the Conversion Price on conversion set forth in Section 4(a)(iithe applicable Conversion Date, as defined below) hereof)and (y) 25% of the average of the daily trading volume of Common Stock during such 30-day period. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion PricePrice (as defined below). The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Holder Conversion Notice") to the Company. Each Holder Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Holder Conversion Notice is deemed to have been delivered hereunder (a "Holder Conversion Date"). If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Holder Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Holder Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture Subject to Section 6.3 and Section 6.4.3, each share of Series A Non-Voting Preferred Stock shall be convertible into shares of Common Stock at the option of the Holderconvertible, in whole or in part at any time and from time to timetime following 5:00 p.m. Eastern time on the date that the Corporation’s stockholders approve the conversion of the Series A Non-Voting Preferred Stock into shares of Common Stock in accordance with the listing rules of the Nasdaq Stock Market, after the Original Issue Date (subject to the limitations on conversion as set forth in Section 4(a)(ii) hereofthe Merger Agreement (the “Stockholder Approval”). The , at the option of the Holder thereof, into a number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture equal to be converted, plus all accrued but unpaid interest thereon, by the Conversion PriceRatio. The Holder Holders shall effect conversions and cash settlement requests under Section 6.4.3 by surrendering providing the Debentures (or such portions thereof) to be converted, together Corporation with the form of conversion notice attached hereto as Exhibit Annex A (a "“Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating in the DTC Fast Automated Securities Transfer program, the Notice of Conversion Notice") may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the Companyaccount of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). Each The “Conversion Notice shall specify the principal amount of Debentures to be converted and Date”, or the date on which a conversion shall be deemed effective, shall be defined as the Trading Day that the Notice of Conversion, completed and executed, is sent via email to, and received during regular business hours by, the Corporation; provided, that the original certificate(s) (if any) representing such conversion is to be effectedshares of Series A Non-Voting Preferred Stock being converted, which date may not be prior to duly endorsed, and the date such Conversion accompanying Notice is deemed to have been delivered hereunder of Conversion, are received by the Corporation within two (a "Conversion Date")2) Trading Days thereafter. If no Conversion Date is specified in a Conversion NoticeIn all other cases, the Conversion Date shall be defined as the date that Trading Day on which the original certificate(s) (if any) representing such Conversion shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice is deemed delivered hereunder. Subject to Section 4(b)of Conversion, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented are received by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time Corporation. The calculations set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedthe Notice of Conversion shall control in the absence of manifest or mathematical error.

Conversion at Option of Holder. (A) This Debenture Note shall be convertible into shares of Common Stock convertible, at the option of the Holder, into securities of the Company as follows: (1) in whole the event that the Company completes a private placement of securities (the "Private Placement") while any portion of this Note remains outstanding, the principal amount of the Note remaining outstanding may be converted, in part or in part at any time whole, into securities of the Company on terms identical to those of the Private Placement, or (2) in the event that a Private Placement has not occurred while this Note remains outstanding, and from time the Holder wishes to timeconvert the Note, after then the Holder shall have the right to convert the outstanding principal balance of this Note into a number of shares of Common Stock determined by dividing (x) the outstanding principal amount of this Note to be converted by (y) the average of the closing prices for the Company's Common Stock as quoted on the Nasdaq National Market System for the five business days prior to the Original Issue Date (subject to the limitations on conversion adjustments as set forth in Section 4(a)(iiherein) hereof(the "Conversion Price"). The In addition to receiving such number of shares of Common Stock issuable upon conversion of the Note, Holder will receive one warrant (the "Conversion Warrants") for each four shares of Common Stock received on the Conversion Date. Each Conversion Warrant will be exercisable for a conversion hereunder shall be determined by dividing period of five years from the outstanding principal amount date of this Debenture issuance at a price equal to be converted, plus all accrued but unpaid interest thereon, by 150% of the Conversion Price. . (B) The Holder shall effect conversions by surrendering the Debentures Notes (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each Conversion Notice shall specify the principal amount of Debentures Notes to be converted converted, the applicable Conversion Price and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(sNote(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture Note for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture Each share of Series C Preferred Stock shall be convertible into shares of Common Stock at the option of the Holderconvertible, in whole or in part at any time and from time to time, time from and after the Original Issue Date (subject to date of issuance, at the limitations on conversion set forth in Section 4(a)(ii) hereof). The option of the Series C Holder thereof, into a number of shares of Common Stock issuable upon equal to the Conversion Ratio. Except for a conversion hereunder following a Fundamental Transaction or following a notice provided for under Section 7(iv)(b), Series C Holders shall be determined exercise the option to convert by dividing providing the outstanding principal amount Corporation with a written notice of this Debenture conversion (a “Notice of Conversion”), duly completed and executed. Each Notice of Conversion shall specify the number of shares of Series C Preferred Stock to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form number of conversion notice attached hereto as Exhibit A (a "Conversion Notice") shares of Series C Preferred Stock owned prior to the Company. Each Conversion Notice shall specify requested conversion, the principal amount number of Debentures shares of Series C Preferred Stock owned subsequent to be converted the requested conversion and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Series C Holder delivers such Notice of Conversion Notice is deemed to have been delivered hereunder the Corporation (a "the “Conversion Date"”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date Business Day that such the Corporation receives the Notice of Conversion. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program and the applicable Conversion Shares are either registered for resale or eligible for resale without restriction pursuant to Rule 144 of the Securities Act, the Notice is deemed delivered hereunder. Subject to Section 4(b)of Conversion may specify, each at the Series C Holder’s election, whether the applicable Conversion Notice, once given, Shares shall be irrevocable. If credited to the Holder is converting less than all account of the principal amount represented by the Debenture(s) tendered by the Holder Series C Holder’s prime broker with the Conversion Notice, or if DTC through its Deposit Withdrawal Agent Commission system (a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time “DWAC Delivery”). The calculations set forth in Section 4(b)) a new Debenture for such principal amount as has not been convertedthe Notice of Conversion shall control in the absence of manifest or mathematical error.

Conversion at Option of Holder. (A) This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (but subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iv)) hereofat any time and from time to time commencing the 90th day following Original Issue Date (the "Conversion Commencement Date"). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding maximum principal amount of Debentures issued on the same Original Issue Date to a Holder that such Holder may convert pursuant to this Debenture Section 4(a)(i) is limited in each 30 day period to 25% of the principal amount of all Debentures issued on such Original Issued Date to such Holder. All monthly periods shall be convertedmeasured cumulatively, plus so that all accrued but unpaid interest thereon, Debentures issued to a Holder on an Original Issue Date may be tendered for conversion by such Holder commencing the 91st day after the Conversion Price. Commencement Date. (B) The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (a "Conversion Notice") to the Company. Each Conversion Notice shall specify Company the principal amount of Debentures to be converted and converted, together with a completed conversion notice in the form attached as Exhibit A (a "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the date on which such conversion is to be effected, which date may not be prior to the date such Holder Conversion Notice is deemed to have been delivered hereunder (a "Holder Conversion Date"). If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Holder Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Holder Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iv) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of ) and until this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Priceshall have been repaid in full. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company of the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeHOLDER CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to or more than five Trading Days after the date such Holder Conversion Notice is deemed to have been delivered hereunder (a "HOLDER CONVERSION DATE") and shall contain a schedule in the form of SCHEDULE 1 to the Holder Conversion Notice (as amended on each Holder Conversion Date, the ")CONVERSION SCHEDULE") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that such Holder Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Holder Conversion Notice, once given, shall be irrevocable. If To effect conversions hereunder (including conversion pursuant to a Company Conversion Notice), the Holder shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount of this Debenture is converting less than so converted in which event such Holder shall promptly thereafter deliver such Debenture to or as directed by the Company. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all of accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with shall be controlling and determinative in the Conversion Noticeabsence of manifest error. The Holder and any assignee, or if by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a conversion hereunder cannot be effected in full for any reasonportion of this Debenture, the Company shall honor such conversion to the extent permissible hereunder unpaid and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such unconverted principal amount as has not been convertedof this Debenture may be less than the amount stated on the face hereof.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iv) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeCONVERSION NOTICE") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "CONVERSION DATE") and shall contain a schedule in the form of SCHEDULE 1 to the Conversion Notice (as amended on each Conversion Date, the ")CONVERSION SCHEDULE") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount of this Debenture is converting less than so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all of accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with shall be controlling and determinative in the Conversion Noticeabsence of manifest error. The Holder and any assignee, or if by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a conversion hereunder cannot be effected in full for any reasonportion of this Debenture, the Company shall honor such conversion to the extent permissible hereunder unpaid and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such unconverted principal amount as has not been convertedof this Debenture may be less than the amount stated on the face hereof.

Conversion at Option of Holder. This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the 120th day following the Original Issue Date (subject to the limitations on conversion set forth in Section 4(a)(ii4(a)(iii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price. The Holder shall effect conversions at its option by surrendering delivering to the Debentures (or such portions thereof) to be converted, together with Company the form of conversion notice attached hereto as Exhibit EXHIBIT A (a "Conversion NoticeCONVERSION NOTICE") to the Company. Each Conversion Notice shall specify ), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "CONVERSION DATE") and shall contain a schedule in the form of SCHEDULE 1 to the Conversion Notice (as amended on each Conversion Date, the ")CONVERSION SCHEDULE") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 4(b), each Conversion Notice, once given, shall be irrevocable. If To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the aggregate principal amount of this Debenture is converting less than so converted in which event the Holder shall promptly thereafter (but not as a condition to the Company's obligation to timely deliver Underlying Shares) deliver such Debenture certificate to, or as directed by the Company for cancellation. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all of accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount represented by converted and the Debenture(s) tendered by date of such conversions. In the event of any dispute or discrepancy, the records of the Holder with shall be controlling and determinative in the Conversion Noticeabsence of manifest error. The Holder and any assignee, or if by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a conversion hereunder cannot be effected in full for any reasonportion of this Debenture, the Company shall honor such conversion to the extent permissible hereunder unpaid and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Debenture for such unconverted principal amount as has not been convertedof this Debenture may be less than the amount stated on the face hereof.