Common use of Inability to Fully Convert Clause in Contracts

Inability to Fully Convert. (a) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. IfSubject to Section 3.21 of the Purchase Agreement, if, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; (iv) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.Section 3.3(c)

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s 's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (wx) does not have a sufficient number of shares of Common Stock authorized and available, available or (xy) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock Stock, as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note (or the portion thereof) that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect affect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; or (iii) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation Section 3.3(c) of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentthis Note.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. Section 11.1 (a) Holder’s 's Option if Company Cannot Fully Convert. . Section 11.3 (A) If, upon the Company’s 's receipt of a Conversion NoticeNotice after the initial issuance of the Series B, the Company cannot issue shares of Common Stock for any reason, including, without limitation, upon a Conversion because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder a holder of Series B pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s such holder's Conversion Notice and, with respect to the unconverted portion of this NoteSeries B, the Holderholder, solely at Holder’s such holder's option, can elect may elect, within five (5) business days after receipt of notice from the Company thereof to: (i) require the Company to redeem from such holder those Series B for which the Company is unable to issue Common Stock in accordance with such holder's Conversion Notice (such shares of Series B, the “Nonconvertible Shares”; such redemption right, the "Mandatory Redemption") at a price per share payable in cash equal to (A) one hundred ten percent (110%) of the Liquidation Preference Amount (the "Mandatory Redemption Price") plus (B) among which (a) the Closing Bid Price on the Conversion Date or, if the Holder or its broker has received a firm written bid commitment which shall have been provided to the Company along with the Conversion Notice, the per share price as evidenced by the firm written bid (the “Base Price”), exceeds (b) the Closing Bid Price on the date the Company has sufficient number of shares of Common Stock for the conversion of the Nonconvertible Share had the Nonconvertible Share been converted; provided that if the Holder or its broker has received a firm written bid commitment which shall have been provided to the Company along with the Conversion Notice, the Base Price for the portion of the Nonconvertible Shares subject to the firm written bid commitment shall be per share price on the firm written bid commitment, or (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note the shares of Series B that was were to be converted pursuant to the such holder's Conversion Notice (provided that the Holder’s a holder's voiding its Conversion Notice shall not effect affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice). ; or (iii) exercise its Buy-In rights pursuant to and in accordance with the event terms and provisions of Section 4(b)(vi) hereof. Section 11.4 (B) If, upon the Company's receipt of a Holder shall elect to convert any portion Conversion Notice after the initial issuance of its Notes as provided hereinthe Series B, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated issue shares of Common Stock upon a Conversion because the Company, subsequent to the effective date of a Registration Statement, fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then with respect to the unconverted Series B, the holder, may, within five (5) business days after receipt of notice from the Company thereof to require the Company to issue restricted shares of Common Stock in accordance with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentholder's Conversion Notice.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iiiii) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the -------------------- Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); -------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Cannot Fully Convert. IfIn addition to any other right that a holder of Series C-1 Preferred might have, if, upon the Company’s 's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, Conversion Shares issuable pursuant to such Conversion Notice because the Company (wx) notwithstanding Section 5(k), does not have a sufficient number of shares of Common Stock authorized and available, available or (xy) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-self- regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is Conversion Shares to be issued to the Holder a holder of Series C-1 Preferred pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock Conversion Shares as it is able to issue in accordance with the Holder’s such holder's Conversion Notice and pursuant to Section 5(c)(iii) above and, with respect to the unconverted portion of this NoteSeries C-1 Preferred, the Holderholder, solely at Holder’s such holder's option, can elect elect, within five (5)business days after receipt of an Inability to Fully Convert Notice (as defined below) from the Company thereof to: : (i) if the Company's inability to fully convert Series C-1 Preferred is pursuant to Section 8(a)(y) above, require the Company to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice and pursuant to Section 5(c)(iii) above. or (ii) void its Conversion Notice with respect to all or a portion of the Conversion Shares covered by such Conversion Notice and retain or have returned, as the case may be, this Note the shares of Series C-1 Preferred that was were to be converted pursuant to the such holder's Conversion Notice (provided that the Holder’s a holder's voiding its Conversion Notice shall not effect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; (iv) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.Section 3.3(c)

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-self- regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the -------------------- Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); -------------------------- (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iiv) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iii) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iiiv) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s 's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock registered for resale under the Registration Statement, for any reason, including, without limitation, because the Company (wx) does not have a sufficient number of shares of Common Stock authorized and available, or (xy) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (z) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company shall issue as many shares of Common Stock Stock, as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) with respect to the Common Stock, if the Company's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Company to issue restricted shares of Common Stock, if it is permissible for the Company to do so, in accordance with the Holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note (or the portion thereof) that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect affect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; or (iv) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation Section 3.3(c) of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentthis Note.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion NoticeNotice or as otherwise required under this Note, including with respect to repayment of principal in shares of Common Stock as permitted under this Note, the Company Maker cannot issue shares of Common Stock for any reasonreason other than due to the fact that the issuance would result in the Holder holding in excess of the Maximum Percentage of the Equity Interests of such class that are outstanding at such time, including, without limitation, because the Company Maker (wx) does not have a sufficient number of shares of Common Stock authorized and available, available or (xy) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Noticethis Note, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note or with respect to any shares of Common Stock not timely issued in accordance with this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock or for which shares of Common Stock were not timely issued (the "Mandatory Prepayment") at a price equal to the number of shares of Common Stock that the Maker is unable to issue multiplied by the VWAP on the date of the Conversion Notice (the "Mandatory Prepayment Price"); (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect affect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In ; or (iii) defer issuance of the event a Holder applicable Conversion Shares until such time as the Maker can legally issue such shares; provided, that the Principal Amount underlying such Conversion Shares shall elect to convert any portion of its Notes as provided herein, remain outstanding until the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit delivery of such Conversion Shares; provided, further, that if the Holder in an amount equal elects to 130% defer the issuance of the principal amount Conversion Shares, it may exercise its rights under either clause (i) or (ii) above at any time prior to the issuance of the Notes Conversion Shares upon two (2) Business Days' notice to the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentMaker.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; SERIES A SENIOR CONVERTIBLE PROMISSORY NOTE PAGE 19 OF 23 (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company Maker cannot refuse conversion based on any claim that such Holder or anyone any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company Maker posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. Section 9.1 (a) Holder’s 's Option if Company Cannot Fully Convert. . Section 9.3 (A) If, upon the Company’s 's receipt of a Conversion NoticeNotice after the initial issuance of the Series A, the Company cannot issue shares of Common Stock for any reason, including, without limitation, upon a Conversion because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder a holder of Series A pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s such holder's Conversion Notice and, with respect to the unconverted portion of this NoteSeries A, the Holderholder, solely at Holder’s such holder's option, can elect may elect, within five (5) business days after receipt of notice from the Company thereof to: (i) require the Company to redeem from such holder those Series A for which the Company is unable to issue Common Stock in accordance with such holder's Conversion Notice (such shares of Series A, the “Nonconvertible Shares”; such redemption right, the "Mandatory Redemption") at a price per share payable in cash equal to (A) one hundred ten percent (110%) of the Liquidation Preference Amount (the "Mandatory Redemption Price") plus (B) among which (a) the Closing Bid Price on the Conversion Date or, if the Holder or its broker has received a firm written bid commitment which shall have been provided to the Company along with the Conversion Notice, the per share price as evidenced by the firm written bid (the “Base Price”), exceeds (b) the Closing Bid Price on the date the Company has sufficient number of shares of Common Stock for the conversion of the Nonconvertible Share had the Nonconvertible Share been converted; provided that if the Holder or its broker has received a firm written bid commitment which shall have been provided to the Company along with the Conversion Notice, the Base Price for the portion of the Nonconvertible Shares subject to the firm written bid commitment shall be per share price on the firm written bid commitment, or (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note the shares of Series A that was were to be converted pursuant to the such holder's Conversion Notice (provided that the Holder’s a holder's voiding its Conversion Notice shall not effect affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice). ; or (iii) exercise its Buy-In rights pursuant to and in accordance with the event terms and provisions of Section 4(b)(vi) hereof. Section 9.4 (B) If, upon the Company's receipt of a Holder shall elect to convert any portion Conversion Notice after the initial issuance of its Notes as provided hereinthe Series A, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated issue shares of Common Stock upon a Conversion because the Company, subsequent to the effective date of a Registration Statement, fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then with respect to the unconverted Series A, the holder, may, within five (5) business days after receipt of notice from the Company thereof to require the Company to issue restricted shares of Common Stock in accordance with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentholder's Conversion Notice.

Inability to Fully Convert. (a) Holder’s 's Option if Company Cannot Fully Convert. If, upon the Company’s 's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Noteeach Note (as applicable), the Holder, solely at Holder’s its option, can elect to: : (i) require the Company to prepay that portion of each applicable Note for which the Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") in an amount equal to Optional Prepayment Amount as of such Conversion Date (the "Mandatory Prepayment Price"), plus an amount equal to the Holder's out-of-pocket expenses incurred in connection with the transactions (which are contemplated by the Transaction Documents) and enforcing its rights hereunder; (ii) void its the Conversion Notice and retain or have returned, as the case may be, this each applicable Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. IfAt any time following the Effectiveness Date (as defined in the Registration Rights Agreement), if, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; (iv) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation Section 3.3(c) of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentthis Note.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (ii) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Cannot Fully Convert. IfIn addition to any other right that a holder of Series A Preferred Stock might have, if, upon the Company’s 's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, Conversion Shares issuable pursuant to such Conversion Notice because the Company (wx) does not have a sufficient number of shares of Common Stock authorized and available, available or (xy) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory self­regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is Conversion Shares to be issued to the Holder a holder of Series A-1 Preferred pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock Conversion Shares as it is able to issue in accordance with the Holder’s such holder's Conversion Notice and pursuant to Section 5(c)(iii) above and, with respect to the unconverted portion of this NoteSeries A-1 Preferred, the Holderholder, solely at Holder’s such holder's option, can elect elect, within five (5) business days after receipt of notice from the Company thereof to: : (i) if the Company's inability to fully convert Series A-1 Preferred is pursuant to Section 8(a)(y) above, require the Company to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice and pursuant to Section 5(c) (iii) above. or (ii) void its Conversion Notice with respect to all or a portion of the Conversion Shares covered by such Conversion Notice and retain or have returned, as the case may be, this Note the shares of Series A-1 Preferred that was were to be converted pursuant to the such holder's Conversion Notice (provided that the Holder’s a holder's voiding its Conversion Notice shall not effect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s Option if Company Cannot Fully ConvertHOLDER'S OPTION IF MAKER CANNOT FULLY CONVERT. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) failed to call the Stockholder Meeting within the time period set forth in Section 3.4(c) hereof, (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (z) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "MANDATORY PREPAYMENT") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "MANDATORY PREPAYMENT PRICE"); provided that the Maker shall have the sole option to pay the Mandatory Prepayment Price in cash or shares of Common Stock; (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company Maker cannot refuse conversion based on any claim that such Holder or anyone any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company Maker posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is is, subsequent to October 1, 2006 otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails subsequent to November 1, 2006, to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price") (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a) (x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company Maker cannot refuse conversion based on any claim that such Holder or anyone any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company Maker posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under from S-8 or other form of registration for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, available or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; (iv) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.Section 3.3(c)

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common Stock in accordance with such holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice); (iv) exercise its Buy-In rights pursuant to and in accordance with the terms and provisions of Section 3.3(c) of this Note. In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company Maker cannot refuse conversion based on any claim that such Holder or anyone any one associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company Maker posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s ----------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (wx) does not have a sufficient number of shares of Common Stock authorized and available, or (xy) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (z) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s 's option, can elect to: : (i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event --------------------- Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); -------------------------- (ii) if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock, if it is permissible for the Maker to do so, in accordance with the Holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). ; (iv) exercise its Buy-In rights pursuant to and in accordance with the event a Holder shall elect to convert any portion terms and provisions of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation Section 3.3(c) of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgmentthis Note.