Common use of Issuance of Conversion Shares Clause in Contracts

Issuance of Conversion Shares. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder or its nominee that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture being converted. If the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted immediately prior to the close of business on the day that the Holders delivers notice to the Company in accordance with the foregoing provisions (such day, the “Conversion Date”), and at such time the rights of the Holder of this Convertible Debenture as the Holder hereof shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of this Convertible Debenture on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. (3) If the Holder converts more than one Convertible Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Convertible Debentures converted. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the Company shall issue to the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance of the aggregate principal amount of this Convertible Debenture that has not been so converted.

Issuance of Conversion Shares. As Upon Lender’s delivery to Borrower of the Conversion Notice, Borrower shall promptly issue and cause to be delivered to Lender a certificate for the Conversion Shares issuable in respect of such Conversion Notice not later than the fifth (5th) Trading Day immediately following the Conversion Date (the “Share Delivery Date”). The Loans shall be deemed to have been converted as practicable of the close of business on the Conversion Date, and upon delivery of the Conversion Notice, Lender (or its designee as set forth in the Conversion Notice) shall be deemed for all corporate purposes to have become the holder of record of the Conversion Shares as of the Conversion Date. On or before the Share Delivery Date, Borrower shall issue and dispatch by overnight courier to the address as specified in the Conversion Notice, a certificate, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares to which Lender is entitled pursuant to such conversion; provided, that, (i) if as of the Conversion Date, there is an effective registration statement under the Securities Act covering the resale of the Conversion Shares subject to such conversion or (ii) if the Conversion Date on or after the six-month anniversary of the date of issuance of the Loans subject to the Conversion Notice, and at the time of such conversion, Borrower satisfies the current public information requirements contained in Rule 144(c) promulgated under the Securities Act, then, on or prior to the Share Delivery Date, the Company Borrower shall issue and deliver to the Holder or its nominee (X) provided that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture being converted. If the CompanyBorrower’s transfer agent is participating in the The Depository Trust Company’s Company (“DTC”) Fast Automated Securities Transfer programProgram (the “FAST Program”), and so long as upon the certificates for the Common Stock request of Lender, credit such aggregate number of Conversion Shares to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required which Lender is entitled pursuant to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder Lender’s or its nominee designee’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (such transferY) if the transfer agent is not participating in the FAST Program, issue and dispatch by overnight courier to the address as specified in the Conversion Notice, a “DTC Transfer”). If certificate, registered in Borrower’s share register in the aforementioned conditions name of Lender or its designee, for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted immediately prior to the close of business on the day that the Holders delivers notice to the Company in accordance with the foregoing provisions (such day, the “Conversion Date”), and at such time the rights of the Holder of this Convertible Debenture as the Holder hereof shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of this Convertible Debenture on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. (3) If the Holder converts more than one Convertible Debenture at the same time, the number of shares Conversion Shares to which Lender is entitled pursuant to such conversion, without the imposition of Common Stock issuable upon any restrictive legend. Borrower agrees to maintain a transfer agent that is a participant in the conversion shall be based on the aggregate principal amount of Convertible Debentures convertedFAST Program so long as any Obligations remain outstanding. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the Company shall issue to the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance of the aggregate principal amount of this Convertible Debenture that has not been so converted.

Issuance of Conversion Shares. As (i) Upon a mandatory conversion in accordance with Section 6.1(b) or as promptly as practicable on or after the Conversion Datea Holder has validly elected to convert Preference Shares in accordance with Section 6.1(d), the Company shall issue and will deliver to the Holder or its nominee that the number of shares of Common Stock Conversion Shares issuable upon such conversion of the portion of this Convertible Debenture being converted. If the Company’s transfer agent is participating issued in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long such name or names as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon direct. Such conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted made immediately prior to the close of business on the day that date of the Holders delivers notice surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares to the Company Conversion Agent, in each case in accordance with Section 6.1(d). At the foregoing provisions (time of such dayconversion, the “Conversion Date”), and at such time the all rights of a converting Holder as a Holder shall cease with respect to the Holder of this Convertible Debenture as the Holder hereof shall cease, surrendered shares and the Person in whose name the Conversion Shares are to be issued shall be treated for all purposes as the record holder thereof. All converted Preference Shares shall be, or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder be, canceled by the Company as of record on the Conversion Date; provideddate the election to convert is made, however, that no surrender of this Convertible Debenture on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder case may be, and shall thereafter no longer be of any force or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Dayeffect. (3ii) If The Company covenants that: (A) it will at all times reserve and keep available, solely for the Holder converts more than one Convertible Debenture at the same timepurpose of issue upon conversion of Preference Shares, the such number of shares of Common Stock Conversion Shares as would be issuable upon the conversion of all outstanding Preference Shares; (B) if any Conversion Shares required to be reserved for purposes of conversion of the shares hereunder require registration with or approval of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be based on the aggregate principal amount of Convertible Debentures converted. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the Company shall issue to the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance issued upon conversion of the aggregate principal amount of this Convertible Debenture that has not shares will upon issue have been so convertedduly authorized and validly issued and be fully paid and non-assessable.

Issuance of Conversion Shares. (i) As promptly as practicable on after a Holder has validly elected to convert shares of Series A Preferred Stock in accordance with Section 6.1(c) or after the Conversion Dateupon a Qualified IPO, the Company shall issue and will deliver to the Holder a certificate or its nominee that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture being converted. If the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock number of Conversion Shares issuable upon such conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfiedincluding any fractional shares, the issued in such name or names as such Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon direct. Such conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted made immediately prior to the close of business on the day that date of such surrender of the Holders delivers notice to the Company certificate(s) in accordance with Section 6.1(c) or, in the foregoing provisions (case of a mandatory conversion in connection with a Qualified IPO, upon the opening of business on the date of such day, Qualified IPO. Upon such conversion all rights of such Holder as a Holder shall cease with respect to such shares and the “person in whose name the certificates for Conversion Date”), and Shares are to be issued shall be treated for all purposes as the record holder thereof at such time time. All certificates representing the rights of the Holder of this Convertible Debenture as the Holder hereof converted Series A Preferred Stock shall ceasebe, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be, canceled by the Company as of the date the election to convert is made or the date of the Qualified IPO, as the case may be, and shall thereafter no longer be a stockholder of record on any force or effect. (ii) The Company covenants that (A) it will at all times reserve and keep available, solely for the Conversion Date; provided, however, that no surrender purpose of this Convertible Debenture on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive issue upon conversion of the shares of Common Stock upon Series A Preferred Stock, such conversion number of Conversion Shares as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. (3) If the Holder converts more than one Convertible Debenture at the same time, the number of shares of Common Stock issuable upon the conversion of all outstanding shares of the Series A Preferred Stock, (B) if any Conversion Shares required to be reserved for purposes of conversion of the shares hereunder require registration with or approval of any governmental authority under any Federal or state law or regulation before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be, (C) it will use its reasonable best efforts to list the Conversion Shares required to be delivered upon conversion of shares prior to such delivery upon each national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, and, if such outstanding Conversion Shares are not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares and (D) all Conversion Shares which shall be based on the aggregate principal amount of Convertible Debentures converted. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the Company shall issue to the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance issued upon conversion of the aggregate principal amount of this Convertible Debenture that has shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessable and not been so convertedsubject to any preemptive rights.

Issuance of Conversion Shares. As promptly as practicable on or after The parties hereto acknowledge that pursuant to the Conversion Dateterms of the Note, Lender has the right, at its discretion, to convert amounts due under the Note into Common Stock in accordance with the terms of the Note. In the event, for any reason, the Company shall issue and deliver Borrower fails to issue, or cause the Holder or its nominee that number Transfer Agent to issue, any portion of shares of the Common Stock issuable upon conversion of the portion Note (the “Conversion Shares”) to Lender in connection with the exercise by Lender of this Convertible Debenture being converted. If any of its conversion rights under the Company’s Note, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Borrower, a “Conversion Notice” (as defined in the Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Note, and the Transfer Agent, provided they are the acting transfer agent is participating for the Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer programConversion Notice, and so long as the certificates for a certificate of the Common Stock to be issued upon conversion of the Convertible Debenture Borrower, registered in the name of Lender or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate its designee, for the placement number of a legend thereon Conversion Shares to which Lender shall be then entitled under the Note, as set forth in the Conversion Notice. 15 (ii) Issuance of Additional Common Stock Under Section 2.2(f). The parties hereto acknowledge that pursuant hereto, the Borrower has agreed to issue, simultaneously with the execution of this Agreement and in the Holder has provided the Company with information required by DTC relating to the DTC account future, certain shares of the Holder or such HolderBorrower’s nomineeCommon Stock. In the event, for any reason, the Company shall Borrower fails to issue, or cause its transfer agent Transfer Agent to electronically transmit issue, any portion of the Common Stock issuable upon conversion to Lender hererunder, either now or in the Holder by crediting future, then the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company parties hereto acknowledge that Lender shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing irrevocably be entitled to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu Transfer Agent, on behalf of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted immediately prior to the close of business on the day that the Holders delivers notice to the Company in accordance with the foregoing provisions (such day, the “Conversion Date”), and at such time the rights of the Holder of this Convertible Debenture as the Holder hereof shall cease, itself and the Person or Persons entitled to receive Borrower, a written instruction requesting the issuance of the shares of Common Stock then issuable upon conversion shall be deemed to be a stockholder of record on in accordance herewith, and the Conversion Date; providedTransfer Agent, howeverprovided they are the acting transfer agent for the Borrower at the time, that no surrender of this Convertible Debenture on shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any date that is not a Business Day shall be effective to constitute further confirmation or instructions from the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of Borrower, issue such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Borrower’s Common Stock as the record holder or holders thereof directed by Lender, and surrender to a nationally recognized overnight courier for all purposes delivery to Lender at the close address specified in the Lender’s notice, a certificate of business on the next succeeding Business Day. (3) If Common Stock of the Holder converts more than one Convertible Debenture at Borrower, registered in the same timename of Lender, for the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Convertible Debentures converted. to Lender in accordance herewith. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the Company shall issue to the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance of the aggregate principal amount of this Convertible Debenture that has not been so converted.iii)

Issuance of Conversion Shares. As promptly as practicable on or after the Conversion Date, the Company shall issue cause to be issued and deliver delivered to the Holder or its nominee that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture Note being converted. If the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the The Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture Note has been converted into Common Stock. (21) This Convertible Debenture Note shall be deemed to have been converted immediately prior to the close of business on the day that the Holders delivers notice to the Company in accordance with the foregoing provisions (such day, the “Conversion Date”), and at such time the rights of the Holder of this Convertible Debenture Note as the Holder hereof shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of this Convertible Debenture Note on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. (3) . If the Holder converts more than one Convertible Debenture Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Convertible Debentures Notes converted. (42) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible DebentureNote, the Company shall issue to the Holder a new Convertible DebentureNote, duly executed by the Company, in form and substance identical to this Convertible Debenture Note surrendered by the Holder, for the balance of the aggregate principal amount of this Convertible Debenture Note that has not been so converted.

Issuance of Conversion Shares. As promptly as practicable on or The parties hereto acknowledge that pursuant to the terms of the Revolving Note and the Advisory Fee Notes, Lender has the right (after the Conversion Dateoccurrence of an Event of Default under the Revolving Note), to convert amounts due under the Revolving Note or the Advisory Fee Notes into Common Stock in accordance with the terms thereof. In the event, for any reason, the Company shall issue and deliver Borrower fails to issue, or cause the Holder or its nominee that number Transfer Agent to issue, any portion of shares of the Common Stock issuable upon conversion of the portion of this Convertible Debenture being converted. If Revolving Note or the Company’s transfer agent is participating in Advisory Fee Notes (the Depository Trust Company’s (“DTCConversion Shares”) Fast Automated Securities Transfer programto Lender, or its successors or assigns, in connection with the exercise by Lender, or such successors and so long as the certificates for the Common Stock to be issued upon conversion assigns, of any of the Convertible Debenture conversion rights under the Revolving Note or Convertible Debentures are not required to bear a legend and Advisory Fee Notes, then the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nomineeparties hereto acknowledge that Lender, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfersuccessors and assigns, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing irrevocably be entitled to deliver to the Holder physical certificates representing Transfer Agent, on behalf of itself and the Common Stock Borrower, a “Conversion Notice” (as defined in the Revolving Note and the Advisory Fee Notes) requesting the issuance of the Conversion Shares then issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted immediately prior to the close of business on the day that the Holders delivers notice to the Company in accordance with the foregoing provisions (such day, the “Conversion Date”), and at such time the rights terms of the Holder of this Convertible Debenture as the Holder hereof shall ceaseRevolving Note or Advisory Fee Notes, and the Person Transfer Agent, provided they are the acting transfer agent for the Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or Persons entitled instructions from the Borrower, issue the Conversion Shares applicable to receive the shares Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Lender, its successors and assigns, at the address specified in the Conversion Notice, a certificate of the Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Date; providedBorrower, howeverregistered in the name of Lender, that no surrender of this Convertible Debenture on any date that is not a Business Day shall be effective to constitute the person such successors and assigns, or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such datetheir designee, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. (3) If the Holder converts more than one Convertible Debenture at the same time, the number of shares of Common Stock issuable upon the conversion Conversion Shares to which they shall be based on then entitled under the aggregate principal amount of Convertible Debentures convertedRevolving Note or Advisory Fee Notes, as set forth in the Conversion Notice. (ii) Intentionally Left Blank. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the Company shall issue to the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance of the aggregate principal amount of this Convertible Debenture that has not been so converted.

Issuance of Conversion Shares. (i) As promptly as practicable on after a Holder has surrendered the certificates representing the Series A Preferred Stock which have been converted or after the Conversion Datehas otherwise complied with Section 6.1(c), the Company shall issue and deliver will deliver, or cause to be delivered, to the Holder a certificate or its nominee that number of certificates representing the shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture being converted. If the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon Such conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been converted made: (a) in the case of a conversion at the election of the Holder, immediately prior to the close of business on the day that date of such surrender of the Holders delivers notice to the Company certificate(s) in accordance with Section 6.1(c) or (b) in the foregoing provisions (such daycase of an Automatic Conversion Event, the “Conversion Date”), and at such time the rights of the Holder of this Convertible Debenture as the Holder hereof shall cease, and the Person or Persons entitled immediately prior to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of this Convertible Debenture on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Daydate of the Automatic Conversion Event. Upon such conversion, all rights with respect to the shares of the Series A Preferred Stock so converted shall cease with respect to such shares and the Holder shall be treated for all purposes as the record holder of the shares of Common Stock issued upon conversion thereof at such time. All certificates representing the converted Series A Preferred Stock shall be, or shall be deemed to be, canceled by the Company as of the date the election to convert is made and shall thereafter no longer be of any force or effect. (3ii) If No fractional shares shall be issued upon the conversion of any share or shares of Series A Preferred Stock. In lieu of any fractional share to which any Holder would otherwise be entitled, the Company shall pay the Holder converts more than an amount of cash equal to the product of such fraction multiplied by the fair market value of one Convertible Debenture (1) share of Common Stock as determined in good faith by the Board of Directors as of the date of conversion. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the Holder is at the same time, time converting into Common Stock and the number of shares of Common Stock issuable upon the conversion shall be based on the such aggregate principal amount of Convertible Debentures convertedconversion. (4iii) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible Debenture, the The Company shall issue to at all times reserve and keep available for issuance upon the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for the balance conversion of the aggregate principal amount Series A Preferred Stock, such number of this Convertible Debenture its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series A Preferred Stock, and shall take all action necessary to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Series A Preferred Stock; provided, that has not been so convertedthe Holders of shares of Series A Preferred Stock vote such shares in favor of any such action that requires a vote of shareholders.

Issuance of Conversion Shares. As promptly as practicable on or after the Conversion Date, and in no event more than seven (7) business days after receipt of the Conversion Notice, the Company shall issue cause to be issued and deliver delivered to the Holder or its nominee that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture Note being converted. If the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the The Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture Note has been converted into Common Stock. (21) This Convertible Debenture Note shall be deemed to have been converted immediately prior to the close of business on the day that the Holders delivers notice to the Company in accordance with the foregoing provisions (such day, the “Conversion Date”), and at such time the rights of the Holder of this Convertible Debenture Note as the Holder hereof shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of this Convertible Debenture Note on any date that is not a Business Day shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. (3) . If the Holder converts more than one Convertible Debenture Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Convertible Debentures Notes converted. (42) If the Holder elects to convert less than the entire aggregate principal amount outstanding of this Convertible DebentureNote, the Company shall issue to the Holder a new Convertible DebentureNote, duly executed by the Company, in form and substance identical to this Convertible Debenture Note surrendered by the Holder, for the balance of the aggregate principal amount of this Convertible Debenture Note that has not been so converted.