Common use of Inability to Fully Convert Clause in Contracts

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder'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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the MakerCompany's receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker 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 Maker 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the Maker Company shall issue as many shares of Common Stock Stock, as it is able to issue in accordance with the Holder's Conversion Notice and, with respect to the unconverted portion of the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the this Note for which the Maker 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) 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 Note (or the Note portion thereof) that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect affect the 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 terms and provisions of Section 3.3(c) of this Note.

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. IfSubject to Section 3.21 of the Purchase Agreement, if, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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, the 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 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)

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder'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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's ’s Option if Maker Company Cannot Fully Convert. If, upon the Maker's Company’s receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker 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 Maker 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the Maker 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 the this 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, the 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 Maker's 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 Option if Maker Cannot Fully Convert. If, upon the --------------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder'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"); (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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 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 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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, the 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 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 Maker cannot refuse conversion based on any claim that such Holder or 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 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 11.1 (a) Holder's Option if Maker Company Cannot Fully Convert. . Section 11.3 (A) If, upon the MakerCompany's receipt of a Conversion NoticeNotice after the initial issuance of the Series B, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, upon a Conversion because the Maker 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 Maker 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 such holder's Conversion Notice and, with respect to the unconverted Series B, the holder, solely at such holder's option, 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 (yii) void its Conversion Notice and retain or have returned, as the case may be, the shares of Series B that were to be converted pursuant to such holder's Conversion Notice (provided that a holder's voiding its Conversion Notice shall not affect the Company'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 terms and provisions of Section 4(b)(vi) hereof. Section 11.4 (B) If, upon the Company's receipt of a Conversion Notice after the initial issuance of the Series B, the Company cannot 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 the 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 the NoteSeries B, the Holderholder, solely at Holder's optionmay, can elect to: within five (i5) business days after receipt of notice from the Company thereof to 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 Company 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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's ’s Option if Maker Company Cannot Fully Convert. If, upon the Maker's Company’s receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker 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 Maker 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the Maker 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 the this 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, the 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 Maker's 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 Option if Maker Cannot Fully Convert. If, upon the --------------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder'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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) The Holder's ’s Option if the Maker Cannot Fully Convert. If, upon the Maker's ’s receipt of a Conversion NoticeNotice or as otherwise required under this Note, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reasonreason (other than the provisions of Section 3.2(e) or other conversion limitation set forth herein), including, without limitation, because the Maker (wx) does not have a sufficient number of shares of Common Stock authorized and available, (xy) is precluded from issuing Conversion Shares due to the Maximum Percentage or the failure to obtain Shareholder Approval in accordance with the Rules of the Principal Market, or (z) is otherwise prohibited by applicable law or by Law including the rules or regulations of any stock exchange, interdealer quotation system the Principal Market or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the shares of Common Stock which is are to be issued to the Holder pursuant to a Conversion Notice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statementthis Note, then the 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 the this Note or with respect to any 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 the this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice or for which Common Stock were not timely issued (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 that the Maker is unable to deliver in accordance with such holder's issue multiplied by the higher of (A) the Fixed Conversion NoticePrice and (B) the VWAP as of the date of the Conversion Notice (the “Mandatory Prepayment Price”); (iiiii) void its Conversion Notice and retain or have returned, as the case may be, the 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 Maker's ’s obligations to make any payments which have accrued prior to the date of such notice); or (iii) defer issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided that the Principal and any accrued and unpaid interest thereon (if any) underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; and provided, further, that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under clause (i) above at any time prior to the issuance of the Conversion Shares upon one Trading Day’s notice to the Maker.

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the 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 Maker cannot issue shares of Common Stock registered for resale under the Registration Statement 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 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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statementthis Note, then the 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 the 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 option, can elect to: (i) require the Maker to prepay that portion of the this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice or for which shares of Common Stock were not timely issued (the "Mandatory Prepayment") at a price per share equal to the Prepayment Price as number of such shares of Common Stock that the Maker is unable to issue multiplied by the VWAP on the date of the Conversion Date Notice (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, the this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect affect the Maker's obligations to make any payments which have accrued prior to the date of such notice); or (iii) defer issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided, that the Principal Amount underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; provided, further, that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii) above at any time prior to the issuance of the Conversion Shares upon two (2) Business Days' notice to the Maker.

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the --------------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder'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"); (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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. IfAt any time following the Effectiveness Date (as defined in the Registration Rights Agreement), if, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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, the 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 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.

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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, the 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 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)

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the MakerCompany's receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement Statement, for any reason, including, without limitation, because the Maker Company (wx) does not have a sufficient number of shares of Common Stock authorized and available, (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 Maker 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 or (yz) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Maker Company shall issue as many shares of Common Stock Stock, as it is able to issue in accordance with the Holder's Conversion Notice and, with respect to the unconverted portion of the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the this Note for which the Maker 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 MakerCompany's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker Company to issue restricted shares of Common Stock equal Stock, if it is permissible for the Company to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver do so, in accordance with such holderthe Holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, this Note (or the Note portion thereof) that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect affect the 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 terms and provisions of Section 3.3(c) of this Note.

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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;; 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, the 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 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 Maker cannot refuse conversion based on any claim that such Holder or 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 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 Option if Maker Company Cannot Fully Convert. IfIn addition to any other right that a holder of Series A Preferred Stock might have, if, upon the MakerCompany's receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, Conversion Shares issuable pursuant to such Conversion Notice because the Maker 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 Maker 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the Maker Company shall issue as many shares of Common Stock Conversion Shares as it is able to issue in accordance with the Holdersuch holder's Conversion Notice and pursuant to Section 5(c)(iii) above and, with respect to the unconverted portion of the NoteSeries A-1 Preferred, the Holderholder, solely at Holdersuch holder's option, can elect elect, within five (5) business days after receipt of notice from the Company thereof 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 MakerCompany's inability to fully convert Series A-1 Preferred is pursuant to Section 8(a)(y) above, require the Maker Company 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; 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, the Note shares of Series A-1 Preferred that was were to be converted pursuant to the such holder's Conversion Notice (provided that the Holdera holder's voiding its Conversion Notice shall not effect the MakerCompany's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the --------------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder's option, can elect to: : (iv) 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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully ConvertHOLDER'S OPTION IF MAKER CANNOT FULLY CONVERT. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (yz) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the this Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory PrepaymentMANDATORY 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")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 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, the 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 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 Maker cannot refuse conversion based on any claim that such Holder or 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 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 Option if Maker Company Cannot Fully Convert. . Section 9.3 (A) If, upon the MakerCompany's receipt of a Conversion NoticeNotice after the initial issuance of the Series A, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, upon a Conversion because the Maker 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 Maker 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 such holder's Conversion Notice and, with respect to the unconverted Series A, the holder, solely at such holder's option, 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 (yii) void its Conversion Notice and retain or have returned, as the case may be, the shares of Series A that were to be converted pursuant to such holder's Conversion Notice (provided that a holder's voiding its Conversion Notice shall not affect the Company'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 terms and provisions of Section 4(b)(vi) hereof. Section 9.4 (B) If, upon the Company's receipt of a Conversion Notice after the initial issuance of the Series A, the Company cannot 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 the 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 the NoteSeries A, the Holderholder, solely at Holder's optionmay, can elect to: within five (i5) business days after receipt of notice from the Company thereof to 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 Company 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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Company Cannot Fully Convert. If, upon the MakerCompany's receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker 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 Maker 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the Maker 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 the Noteeach Note (as applicable), the Holder, solely at Holder's its option, can elect to: (i) require the Maker Company to prepay that portion of the each applicable Note for which the Maker Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share in an amount equal to the Optional Prepayment Price 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) if void 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, the each applicable Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect affect the MakerCompany's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement from S-8 or other form of registration for any reason, including, without limitation, because the 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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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, the 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 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)

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the ----------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (wx) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (yz) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 equal to one hundred twenty percent (120%) of the number of shares of Common Stock Stock, if it is permissible for the Maker is unable to deliver do so, in accordance with such holderthe Holder's Conversion Notice; (iii) void its Conversion Notice and retain or have returned, as the case may be, the 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 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.

Inability to Fully Convert. (a) Holder's Option if Maker Company Cannot Fully Convert. IfIn addition to any other right that a holder of Series C-1 Preferred might have, if, upon the MakerCompany's receipt of a Conversion Notice, the Maker Company cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, Conversion Shares issuable pursuant to such Conversion Notice because the Maker 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 Maker 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration StatementNotice, then the Maker Company shall issue as many shares of Common Stock Conversion Shares as it is able to issue in accordance with the Holdersuch holder's Conversion Notice and pursuant to Section 5(c)(iii) above and, with respect to the unconverted portion of the NoteSeries C-1 Preferred, the Holderholder, solely at Holdersuch 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) 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 MakerCompany's inability to fully convert Series C-1 Preferred is pursuant to Section 8(a)(y) above, require the Maker Company 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;Notice and pursuant to Section 5(c)(iii) above. or (iiiii) 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, the Note shares of Series C-1 Preferred that was were to be converted pursuant to the such holder's Conversion Notice (provided that the Holdera holder's voiding its Conversion Notice shall not effect the MakerCompany's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the this Note, the Holder, solely at Holder's option, can elect to: (i) require the Maker to prepay that portion of the 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 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, the 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 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 Maker cannot refuse conversion based on any claim that such Holder or 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 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 Option if Maker Cannot Fully Convert. If, upon the --------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder'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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).

Inability to Fully Convert. (a) Holder's Option if Maker Cannot Fully Convert. If, upon the --------------------------------------------------- Maker's receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, (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 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 or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the 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 the Note, the Holder, solely at Holder's option, can elect to: : (iiii) 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, the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice).