Common use of Issuance of Conversion Shares Clause in Contracts

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at its discretion following an Event of Default, to convert amounts due under the Debentures into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesPromissory Note, Buyer Lender has the right, at its discretion following after the occurrence of an Event of Default, to convert amounts due under the Debentures Promissory Note into Common Stock in accordance with the terms of the DebenturesPromissory Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Promissory Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesPromissory Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesPromissory Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesPromissory Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesPromissory Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Notes, Buyer Lender has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures Revolving Notes into Common Stock in accordance with the terms of the DebenturesRevolving Notes. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Notes (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Notes, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Notes, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Notes, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following after the occurrence of an Event of Default, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Notes. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Notes (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Issuing Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyIssuing Borrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Issuing Borrower at the time, shall, and the Company Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyIssuing Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyIssuing Borrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following upon the occurrence of an Event of Default, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Note (the “Conversion Shares”) to Buyer Shares”)to Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the deliver such Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, shares as more specifically set forth in the Conversion NoticeRevolving Note.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesPromissory Note, Buyer Lender has the right, at its discretion following after the occurrence of an Event of Default, to convert amounts due under the Debentures Promissory Note into Common Stock in accordance with the terms of the DebenturesPromissory Notes. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Promissory Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesPromissory Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesPromissory Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesPromissory Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesPromissory Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its transfer agent (the “Transfer Agent Agent”) to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nomineeBuyer, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesAmendment and Restated Note, Buyer TCA has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures Amended and Restated Note into Common Stock in accordance with the terms of the DebenturesAmended and Restated Note. In the event, for any reason, the Company fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Amended and Restated Note (the “Conversion Shares”) to Buyer TCA in connection with the exercise by Buyer TCA of any of its conversion rights under the DebenturesAmended and Restated Note, then the parties hereto acknowledge that Buyer TCA shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the DebenturesAmended and Restated Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesAmended and Restated Note, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer TCA at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer TCA or its nominee, for the number of Conversion Shares to which Buyer TCA shall be then entitled under the DebenturesAmended and Restated Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesNote, Buyer Lender has the right, at its discretion following an Event of Defaultin certain circumstances, to convert amounts due under the Debentures Note into Common Stock in accordance with the terms of the DebenturesNote. In the event, for any reason, the Company Borrower fails to issue, issue or cause its the Transfer Agent to issue, issue to Lender any portion of the shares of Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to Buyer Note in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesNote, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesNote) requesting the issuance of the Conversion Shares shares of Common Stock then issuable in accordance with the terms of the DebenturesNote. Upon the Transfer Agent’s receipt of an executed Conversion Notice from Lender, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation confirmation, approval, instructions or instructions other action from the CompanyBorrower, and within three (3) business days from Transfer Agent’s receipt of the Conversion Notice, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares shares of Common Stock to which Buyer Lender shall be then entitled under the DebenturesNote, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesDebenture, Buyer has the right, at its discretion following an Event of Default, to convert amounts due under the Debentures Debenture into Common Stock in accordance with the terms of the DebenturesDebenture. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Debenture (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the DebenturesDebenture, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the DebenturesDebenture) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesDebenture, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the DebenturesDebenture, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesNote, Buyer Lender has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures Note into Common Stock in accordance with the terms of the DebenturesNote. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesNote, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesNote) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesNote, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesNote, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event of Defaultunder certain circumstances, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following after the occurrence of an Event of Default, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Notes. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Notes (the “"Conversion Shares”") to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “"Conversion Notice” " (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at its discretion following an Event of DefaultDefault or upon mutual agreement of the parties, to convert amounts due under the Debentures into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the “"Conversion Shares”") to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “"Conversion Notice” " (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following during the continuance of an Event of Default, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, shall be entitled to issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice, which certificate will bear restrictive legends as set forth herein, to the extent applicable.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures into Revolving Noteinto Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common theCommon Stock issuable upon conversion of the Debentures (the “Conversion Revolving Note(the“Conversion Shares”) to Buyer in Lenderin connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, ,on behalf of itself and the Company, Borrower,a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company at Borrowerat the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the issuethe Conversion Shares applicable to the Conversion Notice then being exercised, ,and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of certificateof the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under entitledunder the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at its discretion following an Event of Default, right to convert amounts due under the Debentures into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures and the Fee Debentures, Buyer has the right, at its discretion following an Event of Default, to convert amounts due under the Debentures and the Fee Debentures into Common Stock in accordance with the terms of the Debentures and the Fee Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures or the Fee Debentures (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures and the Fee Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the Debentures and the Fee Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures and the Fee Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyStock, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures and the Fee Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesRevolving Note, Buyer Lender has the right, at its discretion following after the occurrence of an Event of Default, to convert amounts due under the Debentures Revolving Note into Common Stock in accordance with the terms of the DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Revolving Note (the “Conversion Shares”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a “Conversion Notice” (as defined in the DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at its discretion following an during the continuance of any Event of DefaultDefault hereunder or under any Transaction Documents, to convert amounts due under the Debentures into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the DebenturesNote, Buyer has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debentures Note into Common Stock in accordance with the terms of the DebenturesNote. In the event, for any reason, the Company fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures Note (the “Conversion Shares”) to Buyer in connection with the exercise by Buyer of any of its conversion rights under the DebenturesNote, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion Notice” (as defined in the DebenturesNote) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the DebenturesNote, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nomineeBuyer, for the number of Conversion Shares to which Buyer shall be then entitled under the DebenturesNote, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee Debentures, Buyer has the right, at its discretion following an Event of Default, to convert amounts due under the Debenture and the Fee Debentures into Common Stock in accordance with the terms of the Debenture and the Fee Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures (the “"Conversion Shares”") to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debenture and the Fee Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “"Conversion Notice” " (as defined in the Debenture and the Fee Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debenture and the Fee Debentures, as set forth in the Conversion Notice.