Common use of Failure to Deliver Conversion Shares Clause in Contracts

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “Conversion Default”), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the principal amount of, and any Interest accrued on, this Note represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “N” equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the date on which such Conversion Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor for any reason (a “Conversion Default”"CONVERSION DEFAULT"), and such Conversion Default continues for longer than seven (7) business days, the Company shall pay to the Holder shall have payments ("CONVERSION DEFAULT PAYMENTS") in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by MULTIPLIED BY (ii) the unpaid principal amount of, and any Interest accrued on, of this Note Debenture represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by MULTIPLIED BY (iii) the Default Interest Ratelower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Shares are issued and delivered to the Holder and (B) the date on which the principal amount represented thereby is redeemed pursuant to the terms of this Debenture. Cash amounts payable hereunder shall be paid on or before the fifth (5th) business day of the calendar month following the calendar month in which such amount has accrued. Nothing herein shall limit the Holder's right to pursue remedies with respect to its actual damages resulting from a Conversion Default has been cured. In the event that (including, without limitation, damages relating to any purchase of shares of Common GGD Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion), and the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company Corporation fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by the terms hereof or pursuant to the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), the Holder shall have the following rights: (A) the right to receive from the Company Corporation an amount equal to (i) (N/365) multiplied by (ii) the principal amount of, and any Interest accrued on, this Note Debenture represented by the Conversion Shares (such amount, the "Conversion Default Amount") which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the date on which such Conversion Default has been cured. In ; and, at the event that Holder's option, either of the following: (1) the right to receive from the Corporation an amount equal to (i) the aggregate amount paid by the Holder for shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock Conversion minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company Corporation pursuant to such Conversion. Amounts payable under ; or (2) the right to require the Corporation to reinstate the principal amount of this Section 4(e)(i) shall be paid Debenture in an aggregate amount equal to the Holder Conversion Default Amount and deem the conversion resulting in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) such Conversion Default rescinded, null and void. In addition to its rights under Section 4(e)(i) above, upon a Conversion Defaultright to receive the foregoing amounts, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Amounts payable under this paragraph (e) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Corporation specifying the amount owed to it by the Corporation pursuant to this paragraph (e).

Failure to Deliver Conversion Shares. (i) In the event that If the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (or, with respect to Conversion Shares subject to a Dispute Procedure, no later than the close of business on the third Business Day following the resolution of such dispute) (such failure, a “Conversion Default”), the Holder shall have the right to receive from the Company an amount equal to (iA) (N/365) multiplied by (iiB) the principal amount of, and any Interest accrued on, of this Note represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iiiC) the Default Interest RateInterest, where “N” equals the number of days elapsed between the original Delivery Date of date on which such Conversion Shares were to be delivered and the date on which such Conversion Default has been cured. Amounts payable pursuant to the preceding sentence shall be paid to the Holder in immediately available funds on or before the fifth Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company. In the event that shares of Common Stock Shares are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, and there is a Conversion Default with respect thereto then the Holder shall have Company shall, within three (3) Business Days after the right to receive from Holder’s request and in the CompanyHolder’s discretion, in addition to the foregoing amounts, either (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i) shall be paid pay cash to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder an amount equal to the Company specifying Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the amount owed Common Share so purchased (the “Buy-In Price”), at which point the Company’s obligation to it by issue and deliver such certificate or to credit the Company pursuant to this Section 4(e)(i). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, Holder’s balance account with DTC for the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower number of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Common Shares to which the Holder is entitled have been delivered upon such Holder’s conversion of any principal amount shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares and pay cash to the Holder in accordance with an amount equal to the terms excess (if any) of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity Buy-In Price over the product of (includingA) such number of Common Shares, without limitation, a decree of specific performance and/or injunctive relief)times (B) the Closing Sale Price on the Conversion Date.

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “Conversion Default”"CONVERSION DEFAULT"), and such Conversion Default continues for longer than seven (7) business days, the Company shall pay to the Holder shall have payments ("CONVERSION DEFAULT PAYMENTS") in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by MULTIPLIED BY (ii) the unpaid principal amount of, and any Interest accrued on, of this Note represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by MULTIPLIED BY (iii) the Default Interest Ratelower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Default Shares are issued and delivered to the Holder and (B) the date on which the principal amount represented thereby is redeemed pursuant to the terms of this Note. Cash amounts payable hereunder shall be paid on or before the fifth (5th) business day of the calendar month following the calendar month in which such amount has been curedaccrued. In Nothing herein shall limit the event that Holder's right to pursue actual damages for the Company's failure to issue and deliver Conversion Shares on the applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of Common GTR Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion), and the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company Corporation fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by the terms hereof or pursuant to the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), the Holder shall have the following rights: (A) the right to receive from the Company Corporation an amount equal to (i) (N/365) multiplied by (ii) the principal amount of, and any Interest accrued on, this Note Debenture represented by the Conversion Shares (such amount, the "Conversion Default Amount") which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the date on which such Conversion Default has been cured. In ; and, at the event that Holder's option, either of the following: (1) the right to receive from the Corporation an amount equal to (i) the aggregate amount paid by the Holder for shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock Conversion minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company Corporation pursuant to such Conversion. Amounts payable under ; or (2) the right to require the Corporation to reinstate the principal of this Section 4(e)(i) shall be paid Debenture in an aggregate amount equal to the Holder Conversion Default Amount and deem the conversion resulting in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) such Conversion Default rescinded, null and void. In addition to its rights under Section 4(e)(i) above, upon a Conversion Defaultright to receive the foregoing amounts, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Amounts payable under this paragraph (e) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Corporation specifying the amount owed to it by the Corporation pursuant to this paragraph (e).

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Exchange Shares or Conversion Shares specified in a required to be delivered upon the Exchange or Conversion Notice (without any restrictive legend to of this Note, as the extent permitted by the terms of the Securities Purchase Agreement) case may be, on or before the second (2nd) Business Day following the Delivery Date therefor (a “Conversion an "EXCHANGE DEFAULT" or "CONVERSION Default”", as applicable), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the aggregate principal amount of, and any Interest accrued on, of this Note represented by as to which the Company has failed to deliver such Exchange Shares or Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares shares and the date on which such Exchange Default or Conversion Default has been cured. In the event that shares of Common Stock Shares are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Exchange Shares or Conversion Shares upon a ConversionShares, as applicable, the Holder shall have the right to receive from the Company, in addition to the foregoing amountsamounts described in the immediately preceding sentence, (i) the aggregate amount paid by or on behalf of the Holder for such purchased shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Exchange Shares or Conversion Shares issued by Shares, as applicable, subsequently delivered to the Company Holder pursuant to such Exchange or Conversion. Amounts payable under this Section 4(e)(iSECTION 9(d) shall be paid to the Holder in by wire transfer of immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(iSECTION 9(d). (ii) . In addition to its the rights of the Holder under Section 4(e)(i) above, upon a Conversion Defaultthis SECTION 9(d), the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd2d) Business Day following the Delivery Date therefor (a “Conversion Default”), (A) the Company shall forfeit its right to require a Forced Conversion (as defined in Section 5 below) of the Debentures thereafter, and (B) the Holder shall have the right to receive from the Company an amount equal to (ix) (N/365) multiplied by (iiy) the principal amount of, and any Interest accrued on, of this Note Debenture represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iiiz) the Default Interest Rate, where “N” equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the date on which such Conversion Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (iI) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (iiII) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(iparagraph (e)(i) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(iparagraph (e)(i). (ii) In addition to its rights under Section 4(e)(iparagraph (e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd2d) Business Day following the Delivery Date therefor (a “Conversion Default”), the Holder shall have the right to receive from the Company the greater of the following amounts: (A) an amount equal to (i) (N/365) multiplied by (ii) the principal amount of, and any Interest accrued on, this Note Debenture represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “N” equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the date on which such Conversion Default has been cured. In ; and (B) an amount equal to (i) the event that aggregate amount paid by the Holder for shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock Conversion minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. In addition to its right to receive the foregoing amounts, the Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Amounts payable under this Section 4(e)(iparagraph (e) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(iparagraph (e). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in a Conversion Notice (without any restrictive legend to the extent permitted by applicable law and the terms of the Securities Purchase Agreement) on or before the second Delivery Date therefor, or fails to remove any restrictive legend from outstanding Conversion Shares at the request of the Holder in accordance with Section 2.5 of the Securities Purchase Agreement on or before the tenth (2nd10th) Business Day following the Delivery Date therefor such request (a “Conversion Default”), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the principal amount of, and any Interest and any other amounts accrued on, this Note represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “N” equals the number of days elapsed between the original Delivery Date of such Conversion Shares (or from such tenth Business Day in the event of a failure to remove a legend from outstanding Conversion Shares) and the date on which such Conversion Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, and there is a Conversion Default with respect to such Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i3(e)(i) shall be paid to the Holder in immediately available funds on or before the fifth second (5th2nd) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i)3(e)(i) and, if a Conversion Default continues to exist thereafer, at the end of each period of thirty (30) days following such second Business Day. (ii) In addition to its rights under Section 4(e)(i3(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company Corporation fails for any reason (other than by operation of Section 4 below) to deliver to the a Holder certificates representing the number of Conversion Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), such Holder shall notify the Corporation by facsimile of such Conversion Default (a "Default Notice"). If, after the Holder has sent a Default Notice to the Corporation, the Corporation has not delivered such certificates, and such failure continues for three (3) Business Days following the later to occur of the Delivery Date and the date on which the Default Notice is sent, the Corporation shall have pay to such Holder payments ("Conversion Default Payments") in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by (ii) the principal amount of, and any Interest accrued on, this Note aggregate Liquidation Preference of the Series C Preferred Shares represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Ratelower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where “"N” " equals the number of days elapsed between the original Delivery Date of for such Conversion Shares and the earlier to occur of (A) the date on which all of the certificates representing such Conversion Shares are issued and delivered to such Holder, (B) the date on which such Conversion Default has been cured. In the event that shares of Common Stock Series C Preferred Shares are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition redeemed pursuant to the foregoing amounts, terms hereof and (iC) the aggregate amount paid by or date on behalf of which a Withdrawal Notice (as defined below) is delivered to the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such ConversionCorporation. Amounts payable under this Section 4(e)(isubparagraph (f) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of the calendar month immediately following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i)calendar month in which such amounts have accrued. (ii) In addition to its rights under Section 4(e)(ithe event that a Holder has not received certificates representing the Conversion Shares by the tenth (10th) above, upon Business Day following a Conversion Default, such Holder may, upon written notice (a "Withdrawal Notice") delivered to the Corporation on such Business Day or on any Business Day thereafter (unless, prior to the delivery of such notice, such Conversion Shares are delivered to such Holder), withdraw its Conversion Notice with respect to (iii) Nothing herein shall limit a Holder's right to pursue actual damages for the Corporation's failure to issue and deliver Conversion Shares on the applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of Common Stock by such Holder to make delivery on a sale effected in anticipation of receiving Conversion Shares upon Conversion, such damages to be in an amount equal to (A) the aggregate amount paid by such Holder for the shares of Common Stock so purchased minus (B) the aggregate amount of net proceeds, if any, received by such Holder from the sale of the Conversion Price applicable Shares issued by the Corporation pursuant to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date such Conversion), and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company fails for any reason to deliver to the Holder the number of Exchange Shares or Conversion Shares specified in a required to be delivered upon the Exchange or Conversion Notice (without any restrictive legend to of this Note, as the extent permitted by the terms of the Securities Purchase Agreement) case may be, on or before the second (2nd) Business Day following the Delivery Date therefor (a an “Exchange Default” or “Conversion Default”, as applicable), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the aggregate principal amount of, and any Interest accrued on, of this Note represented by as to which the Company has failed to deliver such Exchange Shares or Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate, where “N” equals the number of days elapsed between the original Delivery Date of such Conversion Shares shares and the date on which such Exchange Default or Conversion Default has been cured. In the event that shares of Common Stock Shares are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Exchange Shares or Conversion Shares upon a ConversionShares, as applicable, the Holder shall have the right to receive from the Company, in addition to the foregoing amountsamounts described in the immediately preceding sentence, (i) the aggregate amount paid by or on behalf of the Holder for such purchased shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Exchange Shares or Conversion Shares issued by Shares, as applicable, subsequently delivered to the Company Holder pursuant to such Exchange or Conversion. Amounts payable under this Section 4(e)(i9(d) shall be paid to the Holder in by wire transfer of immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i9(d). (ii) . In addition to its the rights of the Holder under this Section 4(e)(i) above, upon a Conversion Default9(d), the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company Corporation fails for any reason to deliver to the Holder the number of Conversion Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), and such default continues for seven (7) Business Days following delivery of a written notice of such default by the Holder to the Corporation, the Corporation shall have pay to the right to receive from Holder payments ("Conversion Default Payments") in the Company an amount equal to of (i) (N/365) multiplied by (ii) the unpaid principal amount of, and any Interest accrued on, of this Note Debenture represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the lower of twenty-four percent (24%) and the maximum rate permitted by applicable law (the "Default Interest Rate"), where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Default has been cured. In the event that shares of Common Stock Shares are purchased by or on behalf of issued and delivered to the Holder in order to make delivery and (B) the date on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, which the Holder shall have the right to receive from the Company, in addition principal amount represented thereby is redeemed pursuant to the foregoing amounts, (i) the aggregate amount paid by or on behalf terms of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversionthis Debenture. Amounts Cash amounts payable under this Section 4(e)(i) hereunder shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of the calendar month following written notice from the Holder to the Company specifying the calendar month in which such amount owed to it by the Company pursuant to this Section 4(e)(i)has accrued. (ii) In addition to its rights under Section 4(e)(ithe event that the Holder has not received certificates representing the Conversion Shares by the seventh (7th) above, upon Business Day following a Conversion Default, the Conversion Price applicable Holder may, upon written notice to the applicable Corporation (a "Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect Default Notice"), regain on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through notice the date on which all rights of the Holder of this Debenture with respect to the Conversion Shares to that are the subject of such Conversion Default, in which case the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).Market Conversion Price upon any

Failure to Deliver Conversion Shares. (i) In the event that the Company Corporation fails for any reason to deliver to the a Holder the number of Conversion Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), and such default continues for seven (7) Business Days following delivery of a written notice of such default by such Holder to the Corporation, the Corporation shall pay to such Holder shall have payments ("Conversion Default Payments") in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by (ii) the principal amount of, and any Interest accrued on, this Note represented by aggregate Stated Value of the Conversion Preferred Shares which remain are the subject of such Conversion Default multiplied by (iii) the lower of twenty-four percent (24%) and the maximum rate permitted by applicable law (the "Default Interest Rate"), where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Default has been cured. In Shares are issued and delivered to such Holder and (B) the event that shares of Common Stock date on which the Preferred Shares represented thereby are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition redeemed pursuant to the foregoing amounts, (i) the aggregate amount paid by or on behalf terms of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversionthis Amendment. Amounts Cash amounts payable under this Section 4(e)(i) hereunder shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of the calendar month following written notice from the Holder to the Company specifying the calendar month in which such amount owed to it by the Company pursuant to this Section 4(e)(i)has accrued. (ii) In addition to its rights under Section 4(e)(ithe event that a Holder has not received certificates representing the Conversion Shares by the seventh (7th) above, upon Business Day following a Conversion Default, such Holder may, upon written notice to the Corporation (a "Conversion Default Notice"), regain on the date of such notice the rights of a holder of the Preferred Shares that are the subject of such Conversion Default, in which case the Market Conversion Price upon any subsequent conversion of such Preferred Shares will be equal to the lesser of (x) the lowest Conversion Price occurring during the period beginning on related Delivery Date and ending on the date on which the Conversion Price applicable Default Notice is delivered to the applicable Conversion shall be automatically be adjusted to the lower of Corporation and (iy) the Conversion Price in effect on the applicable Conversion Date and (ii) it being understood that such Holder may deliver a Conversion Notice at any time following delivery of a Conversion Default Notice to the lowest Conversion Price occurring from the first date Corporation). In such event, such Holder shall retain all of such Conversion Default through Holder's rights and remedies with respect to the date on which all Corporation's failure to deliver such Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have (including without limitation the right to receive the cash payments specified in subparagraph 4(f)(i) above). (iii) Nothing herein shall limit a Holder's right to pursue all other remedies available actual damages for the Corporation's failure to it at law or in equity issue and deliver Conversion Shares on the applicable Delivery Date (including, without limitation, a decree damages relating to any purchase of specific performance and/or injunctive relief).Common Stock by such Holder

Failure to Deliver Conversion Shares. (i) In If, in the event that the Company fails for case of any reason to deliver to the Holder the number Notice of Conversion, such Conversion Shares specified in a Conversion Notice (without any restrictive legend are not delivered to the extent permitted or as directed by the terms of applicable Holder by the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Share Delivery Date therefor (a “Conversion DefaultFailure”), the Holder shall have be entitled to elect by written notice to the right Corporation at any time on or before its receipt of such Conversion Shares, to receive from rescind such Conversion, in which event the Company an amount equal Corporation shall promptly return to (i) (N/365) multiplied by (ii) the principal amount of, Holder any original Preferred Stock certificate delivered to the Corporation and any Interest accrued on, this Note represented by the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion provided that the voiding of a Conversion Notice shall not affect the Corporation’s obligations to make any payments which remain have accrued prior to the subject date of such Conversion Default multiplied by (iii) notice pursuant to the Default Interest Rateterms of this Certificate of Designations or otherwise, where “N” equals In addition to all other remedies available to the number of days elapsed between Holder, the original Holder, upon written notice to the Corporation, the Corporation shall pay in cash to the Holder on each day after the Share Delivery Date that the issuance of such Conversion Shares and the date on which such Conversion Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus is not timely effected an amount equal to 1% of the product of (iiA) the aggregate amount number of net proceeds, if any, received by the Holder from the sale shares of the Conversion Shares Common Stock not issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date timely basis and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Corporation could have been delivered issued such shares of Common Stock to the Holder). In addition to the foregoing, if the Corporation shall fail, for any reason or for no reason, to issue to a Holder on or prior to the Share Delivery Date, a certificate to the Holder and register such shares of Common Stock on the Corporation’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such Share Delivery Date such Holder (or any other Person in accordance with respect, or on behalf, of the terms Holder) purchases (in an open market transaction or otherwise) shares of this Note. The Common Stock to deliver in satisfaction of a sale by the Holder shall have of all or any portion of the right number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to pursue all or any portion of the number of shares of Common Stock, issuable upon such conversion that such Holder so anticipated receiving from the Corporation, then, in addition to all other remedies available to it at law or the Holder, the Corporation shall, within two (2) Business Days after receipt of the Holder’s request and in equity the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Corporation’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a decree certificate or certificates representing such shares of specific performance and/or injunctive reliefCommon Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon conversion and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii).

Failure to Deliver Conversion Shares. (i) In the event that that, as a result of any willful action or failure to act on the Company fails part of the Corporation (whether under these Articles of Amendment, under any other Transaction Document (as defined in the Securities Purchase Agreement) or otherwise, including without limitation a failure by the Corporation to have a sufficient number of shares of Common Stock authorized and reserved for issuance pursuant to conversions of Preferred Shares), a Holder has not received certificates (without any reason to deliver to restrictive legend in the Holder circumstances described in clause (A), (B) or (C) of paragraph 4(e) above) representing the number of Conversion Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), and such failure to deliver certificates continues for ten (10) Business Days following the delivery of written notice thereof from such Holder (such tenth Business Day being referred to herein as the "Conversion Default Date"), the Corporation shall pay to such Holder shall have payments ("Conversion Default Payments") in the right to receive from the Company an amount equal to of (i) (N/365) "N" multiplied by (ii) the principal amount of, and any Interest accrued on, this Note represented by aggregate Stated Value of the Conversion Preferred Shares which remain are the subject of such Conversion Default multiplied by (iii) the Default Interest Rateone percent (1%), where “"N” " equals the number of days elapsed between the original Delivery Conversion Default Date and the earlier to occur of (i) the date on which all of the certificates (without any restrictive legend in the circumstances described in clause (A), (B) or (C) of paragraph 4(e) above) representing such Conversion Shares are issued and delivered to such Holder, (ii) the date on which such Conversion Default has been cured. In the event that shares of Common Stock Preferred Shares are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion, the Holder shall have the right to receive from the Company, in addition redeemed pursuant to the foregoing amounts, terms hereof and (iiii) the aggregate amount paid by or date on behalf of which a Withdrawal Notice (as defined below) is delivered to the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such ConversionCorporation. Amounts payable under this Section 4(e)(i) hereunder shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of the calendar month immediately following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i)calendar month in which such amounts have accrued. (ii) In addition the event that a Holder has not received certificates (without any restrictive legend in the circumstances described in clause (A), (B) or (C) of paragraph 4(e) above) representing the Conversion Shares by the tenth (10th) Business Day following a Conversion Default as a result of any willful action or any failure to act on the part of the Corporation (whether under these Articles of Amendment, under any other Transaction Document (as defined in the Securities Purchase Agreement) or otherwise, including without limitation a failure by the Corporation to have a sufficient number of shares of Common Stock authorized and reserved for issuance pursuant to conversions of Preferred Shares), such Holder may, upon written notice (a "Withdrawal Notice") delivered to the Corporation on such Business Day or on any Business Day thereafter (unless, prior to the delivery of such notice, such Conversion Shares are delivered to such Holder), withdraw its Conversion Notice with respect to such Conversion Shares and regain its rights under Section 4(e)(i) above, upon as a Holder of the Preferred Shares that are the subject of such Conversion Default. In such event, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) when such Preferred Shares are thereafter converted shall be equal to the lowest Conversion Price or (if lower) Market Price occurring from on or after the first date of such Conversion Default through Notice reduced by one percent (1%) for each day occurring during the date period immediately following such 10th Business Day until the day on which all the such Holder delivers a Withdrawal Notice to the Corporation; provided, however, that the maximum percentage by which such Conversion Price may be reduced hereunder shall be fifty percent (50%). (For example, if such Conversion Default were to continue for five days following such 10th Business Day, such Conversion Price would be reduced by 5%; if for ten days, by 10%; and for fifty days or more, 50%, so that the number of Conversion Shares deliverable upon conversion of such Preferred Shares would be increased proportionately). Upon delivery by a Holder of a Withdrawal Notice, such Holder shall retain all of such Holder's rights and remedies with respect to which the Corporation's failure to deliver such Conversion Shares (including without limitation the right to receive the cash payments specified in subparagraph 4(f)(i) above). (iii) In addition to any other remedies provided herein, each Holder is entitled shall have been delivered the right to pursue actual damages for the Corporation's failure to issue and deliver Conversion Shares on the applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of Common Stock by such Holder to make delivery on a sale lawfully effected in accordance with anticipation of receiving Conversion Shares upon Conversion, such damages to be in an amount equal to (A) the terms aggregate amount paid by such Holder for the shares of this Note. The Common Stock so purchased minus (B) the aggregate Conversion Price for such Conversion Shares, and such Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the ------------------------------------- Company fails for any reason to deliver to the a Holder the number of Conversion Shares issuable upon conversion of the Preferred Shares specified in a the applicable Conversion Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (a “"Conversion Default”"), and such Conversion Default continues for longer than ------------------- five (5) business days, the Company shall pay to the Holder shall have cash payments ("Conversion Default Payments") in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by (ii) ---------------------------- ------------- the principal amount of, and any Interest accrued on, this Note Stated Value of the Preferred Shares represented by the Conversion Shares which remain the subject of such Conversion Default multiplied by (iii) the Default Interest Rate-------------- lower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where “"N” " equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Shares are issued and delivered to such Holder and (B) the date on which such Preferred Shares are redeemed pursuant to the terms hereof. Cash amounts payable hereunder shall be paid on or before the fifth (5th) business day of the calendar month following the calendar month in which such amount has accrued. Nothing herein shall limit a Holder's right to pursue actual damages for the Company's failure to issue and deliver Conversion Default has been cured. In Shares on the event that applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of Common Stock are purchased by or on behalf of the such Holder in order to make delivery on a sale effected in anticipation of receiving Conversion Shares upon a Conversion), the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for and such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Conversion Shares issued by the Company pursuant to such Conversion. Amounts payable under this Section 4(e)(i) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 4(e)(i). (ii) In addition to its rights under Section 4(e)(i) above, upon a Conversion Default, the Conversion Price applicable to the applicable Conversion shall be automatically be adjusted to the lower of (i) the Conversion Price in effect on the Conversion Date and (ii) the lowest Conversion Price occurring from the first date of such Conversion Default through the date on which all Conversion Shares to which the Holder is entitled have been delivered in accordance with the terms of this Note. The Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).