Common use of CONVERSION NOTICE Clause in Contracts

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this Note, the Holder shall send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto, stating the amount of principal (and accrued Interest, if applicable) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion shall be issued. The Holder shall not be required to physically surrender this Note to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days of receipt of the Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so electschooses, Interest accrued on) this Note, the Holder shall send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto, stating the amount of principal (and accrued Interest, if applicable) to be converted (and, if the Holder so chooses, accrued and unpaid Interest to be converted) and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice shall also state the name or names (with addressif not the Holder) in which the shares of Common Stock that are issuable on such conversion Conversion shall be issued. The Holder shall not be required to physically surrender this Note to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountants within two (2) Business Days of receipt of the Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this Note, the Holder shall send by facsimile transmissiontransmission (followed by a telephonic or email confirmation that such facsimile was sent), at any time prior to 5:00 p.m., eastern New York City time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I Exhibit B hereto, stating the amount of principal (and accrued Interest, if applicable) to be converted and a calculation of the number of shares of Common Stock Shares issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock Shares that are issuable on such conversion Conversion shall be issued. The Holder shall not be required to physically surrender this Note to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including including, without limitation limitation, as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 Sections 2A.7 through 2A.11 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition reasonably approved by the Holder (other than the Company’s independent accountants) within two (2) five Business Days following the later of the date on which the Holder delivers its calculations to the Company and the receipt of the Holder’s Conversion Notice. The Company shall use its reasonable best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) five Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (andPreferred Shares, if the a Holder so elects, Interest accrued on) this Note, the Holder ----------------- shall send to the Corporation by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the such Holder wishes to effect such Conversion (the “"Conversion Date”"), (i) a properly completed notice of conversion to the Company, in substantially --------------- the form set forth on Annex I hereto, of Exhibit A hereto (a "Conversion Notice") stating the amount number of principal (and accrued Interest, if applicable) ----------------- Preferred Shares to be converted converted, the Conversion Price (as defined below) and a calculation of the number of shares of Common Stock issuable upon such Conversion and (ii) a “Conversion Notice”). The Conversion Notice shall also state copy of the name certificate or names (with address) in which certificates representing the shares of Common Stock that are issuable on such conversion shall be issuedPreferred Shares being converted. The Holder shall not be required to physically surrender this Note thereafter send the original of the Conversion Notice and of such certificate or certificates to the Company in order to effect a ConversionCorporation. The Company Corporation shall maintain issue a new certificate for Preferred Shares in the event that less than all of the Preferred Shares represented by a certificate delivered to the Corporation in connection with a Conversion are converted. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the Conversion Date, be deemed for all purposes to be record showing, at any given time, owner of the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any Common Stock to which such Conversion or payment of principal to reflect the unpaid principal amount hereofNotice relates. In the case of a dispute between the Corporation and a Holder as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result the calculation of adjustments any adjustment to the Fixed Conversion Price made in accordance with pursuant to Section 4 6 below), the Company Corporation shall promptly issue to the such Holder the number of Conversion Shares that are not disputed within the time periods specified in paragraph 4(e) below and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountant within two (2) Business Days of receipt of the such Holder’s 's Conversion Notice. The Company Corporation shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price as provided herein and to notify the Company Corporation and the such Holder of the results in writing no later than two three (23) Business Days following the day on which Corporation's receipt of such accountant received Holder's Conversion Notice (such 3rd Business Day being referred to herein as the disputed calculations (the “Dispute Procedure”"Disputed Share Calculation Date"). Such ------------------------------- accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are were most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this Note, the Holder shall send by facsimile transmissiontransmission (followed by a telephonic or email confirmation that such facsimile was sent), at any time prior to 5:00 p.m., eastern New York City time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto, stating the amount of principal (and accrued InterestInterest and any other amounts, if applicable) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Subject to Section 8(d), the Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion Conversion shall be issued. The Holder shall not be required to physically surrender this Note to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the receipt of the Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (andPreferred Shares, if the Holder so elects, Interest accrued on) this Note, the a Holder shall send by mail, personal delivery, courier service or facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the such Holder wishes to effect such Conversion (the “"Conversion Date”"), (i) a properly completed notice of conversion (a "Conversion Notice"), in substantially the form of Exhibit E-1 hereto, to the Company, in Corporation (which shall promptly forward such Conversion Notice to the form set forth on Annex I hereto, Corporation's transfer agent for the Common Stock (the "Transfer Agent")) stating the amount number of principal (and accrued Interest, if applicable) Preferred Shares to be converted converted, the applicable Conversion Rate and a calculation of the number of shares of Common Stock issuable upon such Conversion and (ii) a “Conversion Notice”). The Conversion Notice shall also state copy of the name certificate or names (with address) in which certificates representing the shares of Common Stock that are issuable on such conversion shall be issuedPreferred Shares being converted. The Holder shall not be required to physically surrender this Note also deliver the original of the Conversion Notice and of such certificate or certificates to the Company in order to effect a ConversionCorporation. The Company Corporation shall maintain issue a new certificate for Preferred Shares in the event that less than all of the Preferred Shares represented by a certificate delivered to the Corporation in connection with a Conversion are converted. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record showing, at any given time, owner of the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any Common Stock to which such Conversion or payment of principal to reflect the unpaid principal amount hereofNotice relates. In the case of a dispute between the Corporation and a Holder as to the calculation of the Conversion Rate or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below)Conversion, the Company Corporation shall promptly issue to the such Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition its independent accountant within one (other than the Company’s independent accountants) within two (21) Business Days Day of receipt of the such Holder’s 's Conversion Notice. The Company Corporation shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price Rate as provided herein and to notify the Company Corporation and the such Holder of the results in writing no later than two (2) Business Days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are were most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (andPreferred Shares, if the Holder so elects, Interest accrued on) this Note, the a Holder shall send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern timeEastern Time, on the Business Day date on which the such Holder wishes to effect such Conversion (the “Conversion Date”), (i) a properly completed notice of conversion to the Company(a “Conversion Notice”), in substantially the form set forth on Annex I of Exhibit X hereto, to this Corporation [which shall promptly forward such Conversion Notice to this Corporation’s transfer agent for the Common Stock (the “Transfer Agent”)] stating the amount number of principal (and accrued Interest, if applicable) Preferred Shares to be converted converted, and a calculation of the number of shares of Common Stock issuable upon such Conversion and (ii) a “Conversion Notice”). The Conversion Notice shall also state copy of the name certificate or names (with address) in which certificates representing the shares of Common Stock that are issuable on such conversion shall be issuedPreferred Shares being converted. The Holder shall not be required thereafter send the original of the Conversion Notice and of such certificate or certificates to physically surrender this Note Corporation. This Corporation shall issue a new certificate for Preferred Shares in the event that less than all of the Preferred Shares represented by a certificate delivered to the Company Corporation in order connection with a Conversion are converted. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the applicable Conversion Date, be deemed for all purposes to effect a Conversion. The Company shall maintain a be record showing, at any given time, owner of the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any Common Stock to which such Conversion or payment of principal to reflect the unpaid principal amount hereofNotice relates. In the case of a dispute between the Corporation and a Holder as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below)Conversion, the Company Corporation shall promptly issue to the such Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition its Independent accountant within one (other than the Company’s independent accountants) within two (21) Business Days Day of receipt of the such Holder’s Conversion Notice. The Company This Corporation shall use its best efforts to cause such accountants accountant to calculate the Fixed number of Conversion Price Shares issuable upon a Conversion as provided herein and to notify the Company Corporation and the such Holder of the results in writing no later than two (2) Business Days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are were most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert the principal amount of (andthis Debenture, if the Holder so elects, Interest accrued on) this Noteor any portion thereof, the Holder shall send by facsimile transmissiontransmission (and confirm such transmission by telephone or voicemail message), at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such Conversion (the “"Conversion Date”"), a properly completed notice of conversion to the CompanyCorporation and to its designated transfer agent for the Common Stock (the "Transfer Agent") stating the principal amount to be converted, in the form set forth on Annex I hereto, stating the amount of Interest accrued on such principal (amount up to and accrued Interestincluding the Conversion Date, if applicable) to be converted the applicable Conversion Price and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “"Conversion Notice”"). The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion shall be issued. The Holder shall not be required to physically surrender this Note Debenture to the Company Corporation in order to effect a Conversion. The Company Corporation shall maintain a record showing, at any given time, the unpaid principal amount of this Note Debenture and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II I hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below)Conversion, the Company Corporation shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountants within two (2) Business Days of receipt of the Holder’s 's Conversion Notice. The Company Corporation shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price as provided herein and to notify the Company Corporation and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this NotePreferred Shares, the ----------------- Holder thereof shall send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such Conversion (the “"Conversion Date”"), to the Company and to its designated ---------------- transfer agent for the Common Stock (the "Transfer Agent") (i) a properly completed notice of --------------- conversion stating the number of Preferred Shares to be converted (a "Conversion ---------- Notice") and (ii) a copy of the certificate or certificates representing the ------ Preferred Shares being converted. The Holder shall thereafter send the original of the Conversion Notice and of such certificate or certificates to the Company, . The Company shall issue a new certificate for Preferred Shares in the form set forth on Annex I heretoevent that less than all of the Preferred Shares represented by a certificate delivered to the Company in connection with a Conversion are converted. Upon receipt of a Conversion Notice, stating the Company shall calculate the amount of principal (dividends which have accrued on such Preferred Shares as provided herein up to and accrued Interestincluding the Conversion Date, if applicable) to be converted the applicable Conversion Price and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice Conversion, and shall also state the name or names (with address) in which the shares of Common Stock that are issuable on promptly submit such conversion shall be issued. The Holder shall not be required to physically surrender this Note information to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereofTransfer Agent. In the case of a dispute as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below)Conversion, the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountants within two (2) Business Days business days of receipt of the such Holder’s 's Conversion Notice. The Company shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days business days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (andSeries C Preferred Shares, if the Holder so elects, Interest accrued on) this Note, the a Holder shall send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the such Holder wishes to effect such Conversion (the “"Conversion Date”"), (i) a properly completed notice of conversion (a "Conversion Notice") to the Company, in Corporation and to its designated transfer agent for the form set forth on Annex I hereto, Common Stock (the "Transfer Agent") stating the amount number of principal (and accrued Interest, if applicable) Series C Preferred Shares to be converted converted, the applicable Conversion Price (as defined below) and a calculation of the number of shares of Common Stock issuable upon such Conversion and (ii) a “Conversion Notice”). The Conversion Notice shall also state copy of the name certificate or names (with address) in which certificates representing the shares of Common Stock that are issuable on such conversion shall be issuedSeries C Preferred Shares being converted. The Holder shall not be required to physically surrender this Note thereafter send the original of the Conversion Notice and of such certificate or certificates by overnight mail to the Company in order to effect a ConversionTransfer Agent. The Company Corporation shall maintain issue a record showing, at any given timenew certificate for Series C Preferred Shares in the event that less than all of the Series C Preferred Shares represented by a certificate delivered to the Corporation in connection with a Conversion are converted. Upon receipt of a facsimile of the Conversion Notice, the unpaid principal amount of this Note and Corporation shall send by facsimile to the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any submitting such Conversion or payment Notice a confirmation of principal to reflect the unpaid principal amount hereofreceipt thereof ("a Confirmation Notice"). In the case of a an unresolved good faith dispute as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below)Conversion, the Company Corporation shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition its independent accountants within three (other than the Company’s independent accountants) within two (23) Business Days of receipt of the Holder’s 's Conversion Notice. The Company Corporation shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price as provided herein and to notify the Company Corporation and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are were most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (andPreferred Shares, if the Holder so elects, Interest accrued on) this Note, the a Holder shall send by facsimile transmissiontransmission (and confirm such transmission by telephone or voicemail message), at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day on which the such Holder wishes to effect such Conversion (the “"Conversion Date”"), (i) a properly completed notice of conversion to the CompanyCorporation and to its designated transfer agent for the Common Stock (the "Transfer Agent") stating the number of Preferred Shares to be converted, in the form set forth on Annex I hereto, stating the amount of principal Premium (and as defined below) accrued Interestthereon, if applicable) to be converted the applicable Conversion Price and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “"Conversion Notice”). The Conversion Notice shall also state ") and (ii) a copy of the name certificate or names (with address) in which certificates representing the shares of Common Stock that are issuable on such conversion shall be issuedPreferred Shares being converted. The Holder shall not be required to physically surrender this Note thereafter send the original of the Conversion Notice and of such certificate or certificates to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereofTransfer Agent. In the case of a dispute as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below)Conversion, the Company Corporation shall promptly issue to the such Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountants within two (2) Business Days of receipt of the such Holder’s 's Conversion Notice. The Company Corporation shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price as provided herein and to notify the Company Corporation and the such Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this NoteDebenture, the Holder shall send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto, stating the amount of principal (and accrued Interest, if applicable) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion shall be issued. The Holder shall not be required to physically surrender this Note Debenture to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note Debenture and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountants within two (2) Business Days of receipt of the Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (andShares, if the Holder so elects, Interest accrued on) this Note, the a Holder shall send to the Company by facsimile transmission, at any time prior to 5:00 p.m., eastern New York City time, on the Business Day date on which the such Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion (a “Conversion Notice”) stating the number of Shares to the Companybe converted, in the form set forth on Annex I hereto, stating the amount of principal Dividends accrued (and accrued Interestbut remaining unpaid) thereon, if applicable) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”)Conversion. The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion shall be issued. The Such Holder shall not be required to physically surrender this Note thereafter send the certificate or certificates representing the Shares being converted to the Company in order to effect a ConversionCompany. The Company shall maintain issue a record showingnew certificate for Shares to such Holder in the event that less than all of the Shares represented by a certificate are converted; provided, at however, that the failure of the Company to deliver such new certificate shall not affect the right of such Holder to submit a further Conversion Notice with respect to such Shares and, in any given timesuch case, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The such Holder shall amend Annex II hereto be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon any delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion or payment of principal to reflect the unpaid principal amount hereofNotice relates. In the case of a dispute between the Company and a Holder as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation as a result the calculation of adjustments any adjustment to the Fixed Conversion Price made in accordance with pursuant to Section 4 below9), the Company shall promptly issue to the such Holder the number of Conversion Shares that are not disputed within the time periods specified in Section 10 and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountant within two (2) Business Days of receipt of the such Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants accountant to calculate the Fixed Conversion Price as provided herein and to notify the Company and the such Holder of the results in writing no later than two five (25) Business Days following the day on which Company’s receipt of such accountant received the disputed calculations (the “Dispute Procedure”)Holder’s Conversion Notice. Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are were most at variance with those of such accountant.

CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this NoteDebenture, the Holder shall send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto, stating the amount of principal (and accrued Interest, if applicable) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. The Holder shall not be required to physically surrender this Note Debenture to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note Debenture and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s its independent accountants) accountants within two (2) Business Days of receipt of the Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.