Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. No fractional shares of Ordinary Shares shall be issued upon conversion of any Preference Shares. In lieu of any fractional share to which the holder would otherwise be entitled (a) after aggregating all shares into which the applicable series of Preference Shares held by the such holder could be converted), and Company shall pay cash equal in such fraction multiplied by the then fair market value of the Ordinary Shares, as determined by the Board. Before any holder of the Preference Shares shall be entitled to convert the same into full Ordinary Shares, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for such Preference Shares to be converted, and shall give written notice to the Company at such office that he elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of the Preference Shares, a certificate or certificates for the number of Underlying Ordinary Shares issuable upon any conversion hereunder to which such holder shall equal be entitled, together with a check payable to the outstanding principal holder in the amount of this Debenture any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preference Shares to be converted and any interest that has been added converted, or in the case of conversion pursuant to such principal amount in accordance with Section 2 hereofArticle 16(e)(i), divided by on the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order effective date of the Holder offering as provided in Article 16(e)(i) above, and in such name the person or names as persons entitled to receive the Holder may designate a certificate for the Underlying Ordinary Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, treated for all purposes as the record holder or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record holders of such Underlying Ordinary Shares as of the Conversion Date. If it on such date; provided, that if any such conversion is eligible to participate made in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreementconnection with any transaction that would, the Company shallif completed, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue constitute a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation liquidation of the Company to the Holder for purposes of Article 142 hereof, or in connection with any public offering of the issuance Company’s securities, then such conversion may be made contingent upon, and effective only as of, the closing of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Inoffering.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Debenture through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this Debenture, the Company The Borrower shall promptly following a Conversion Date (but in no event later than three (3) five Trading Days after the such Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company The Borrower shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the The Holder shall not be required to physically surrender this deliver the original Debenture in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering partial conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Debenture and issuance of a New Debenture representing the remaining outstanding principal amount amount. Upon surrender of this Debenture in an amount equal following one or more partial conversions, the Borrower shall promptly deliver to the applicable conversionHolder a New Debenture representing the remaining outstanding principal amount. (d) The Company's Borrower’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company Borrower to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company Borrower fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Borrower prior to such conversionXxxxxx’s receipt of such Underlying Shares. (f) If by the fifth Trading Day after a Conversion Date the Company Borrower fails to deliver to the Holder such certificate or certificates the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh fifth Trading Day and prior to the receipt of such Underlying Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall Borrower shall: (A1) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company Borrower was required to deliver to the Holder in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B2) at the option of the Holder, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Debentures (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company Borrower timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which Borrower reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion of shares of Series E Preferred Stock hereunder shall equal the outstanding principal amount number of this Debenture shares of Series E Preferred Stock to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided multiplied by the Conversion PriceRate. (b) Upon conversion of this Debentureany shares of Series E Preferred Stock, the Company Corporation shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion. The Holder agrees to the imprinting of a restrictive legend on any such certificate evidencing any of the Underlying Shares, unless until such time as the Underlying Shares are no longer required to contain such legend or any other legend. Certificates evidencing the Underlying Shares shall not be required to contain such legend or any other legend (i) while a registration statement covering the resale of the Underlying Shares is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144 if the Holder provides the Corporation with a legal opinion reasonably acceptable to the Corporation to the effect that the Underlying Shares can be sold under Rule 144, (iii) if the Underlying Shares are eligible for sale under Rule 144 without any volume limitation, or (iv) if the Holder provides the Corporation with a legal opinion reasonably acceptable to the Corporation to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Purchase Agreement, shall be free Staff of any restrictive legendthe SEC). The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends shares are then not required to be included on the Underlying Shares pursuant to the Purchase Agreementbear a restrictive legend, the Company Corporation shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation DTC or another established clearing corporation performing similar functions, and shall credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission System. (c) To effect conversions hereunderA Holder shall deliver the original certificate(s) evidencing the Series E Preferred Stock being converted in connection with the conversion of such Series E Preferred Stock. Upon surrender of a certificate following one or more partial conversions, the Holder Corporation shall be required to physically surrender this Debenture promptly deliver to the Company, at which time the Company shall reissue Holder a new certificate representing the remaining shares of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversionSeries E Preferred Stock. (d) The Company's Corporation’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Series E Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the any Holder or any other Person of any obligation to the Company Corporation or any violation or alleged violation of law by the any Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company Corporation to the any Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice or the Company Conversion Notice and permitted by Section 5(c)) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the third Trading Day following each Conversion Date (and on the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ), issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required free of restrictive legends if at such time a Registration Statement is then effective and available for use by the Purchase Agreement, shall be free of any restrictive legendInvestor. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, shall use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date or the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Investor will have the right to rescind the Conversion Notice or the Company Conversion Notice pertaining thereto by giving written notice to the Company prior to such Investor’s receipt of such Underlying Shares. (f) If by the third Trading Day after a Conversion Date or the Company Conversion Date the Company fails to deliver to the Investor the required number of Underlying Shares in the manner required pursuant to Section 5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Investor of the Underlying Shares which the Holder Investor anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall shall: (A1) pay in cash to the Holder Investor (in addition to any other remedies available to or elected by the HolderInvestor) the amount by which (x) the Holder's Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder Investor in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the delivery obligation giving rise to such purchase obligation and (B2) at the option of the HolderInvestor, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Investor the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder Investor shall provide the Company written notice, which reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder Investor in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date. (b) Upon conversion of this Debenture, the The Company shall promptly following each Conversion Date or Redemption Date (but in no event later than three (3) Trading Days after the such Conversion Date or Redemption Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legendconversion. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of such Conversion Date or Redemption Date, subject to the Conversion Dateright of rescission in Section 6(e). If it is eligible to participate The Company may cause the legend set forth in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to Section 5.2 of the Purchase Agreement, or any substantially similar legend, to be set forth on each certificate representing the Underlying Shares issuable upon conversion, unless either (i) the Shares have been registered for resale pursuant to the Registration Statement and the Investor so requests removal of such legends and confirms that it will not dispose of such Shares except in compliance with applicable securities laws, or (ii) the Company shall have received an opinion of counsel for the Investor, reasonably satisfactory to counsel for the Company, that such legend in unnecessary. The Company shall, upon an appropriate request of the HolderInvestor, use commercially reasonable its best efforts to deliver Underlying Shares that may be issued without restrictive legends hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall be required to physically surrender this Debenture deliver the original Debenture, Conversion Notice and Conversion Schedule in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversionconversion hereunder. (d) The Subject to compliance with applicable law, the Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Redemption Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In")5, then the Company shall (A) pay in cash Investor will have the right to rescind the Conversion Notice or the Call Notice pertaining thereto by giving written notice to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise prior to such purchase obligation and (B) at the option Investor’s receipt of the Holder, either reinstate the portion of the Debenture and equivalent number of such Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-InShares.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. All shares of Common Stock (aincluding fractions) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debentureshares of Preferred Stock held by each holder of Preferred Stock shall be aggregated for the purpose of determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate would result in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreementissuance of a fractional share of Common Stock, the Company shall, upon request in lieu of issuing any fractional shares to which the Holderholder would otherwise be entitled, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue pay a new certificate sum of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount cash equal to the applicable conversion. (d) The then fair market value of such fractional share as determined in good faith by the Board of Directors of the Company's obligations . Before any holder of Preferred Stock shall be entitled to issue convert the same into full shares of Common Stock, and deliver Underlying Shares upon conversion to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective Company or of any transfer agent for the Preferred Stock, and shall give written notice to the Company at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to paragraph 4(b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action or inaction by the Holder to enforce holders of such shares and whether or not the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation certificates representing such shares are surrendered to the Company or any violation or alleged violation of law by the Holder or any other Personits transfer agent; provided further, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b)however, then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then that the Company shall (A) pay in cash not be obligated to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for issue certificates evidencing the shares of Common Stock so purchased exceeds (y) issuable upon such automatic conversion unless either the amount obtained by multiplying (1) the aggregate number certificates evidencing such shares of Underlying Shares that Preferred Stock are delivered to the Company was required to deliver or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Holder Company to indemnify the Company from any loss incurred by it in connection with the conversion such certificates. The Company shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise such office to such purchase obligation and (B) at the option holder of the HolderPreferred Stock, either reinstate the portion of the Debenture and equivalent number of Underlying Shares a certificate or certificates for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been issued had made immediately prior to the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price close of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price business on the date of conversion totaling $10,000, under clause (A) such surrender of the immediately preceding sentenceshares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the Company conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be required deemed to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include have converted such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable Preferred Stock until immediately prior to the Holder in respect closing of the Buy-Insale of such securities.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the Company shall promptly (but in no event later than three (3) third Trading Days after the Day following each Conversion Date): , issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legendconversion. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note to the Company, at which time the Company shall reissue in order to effect a new certificate of debenture reflecting the lowering of conversion hereunder except in connection with a conversion that brings the outstanding principal amount plus all accrued and unpaid interest balance to zero. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of this Debenture in an amount equal to Note and issuance of a New Note representing the applicable conversionremaining outstanding principal amount. (d) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company Borrowers or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company Borrowers to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)4, then the Holder Investor will have the right to rescind such conversion. (f) If the Conversion Notice pertaining thereto by the fifth Trading Day after a Conversion Date giving written notice to the Company fails to deliver prior to the Holder Investor’s receipt of such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-InShares.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Debenture through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this Debenture, the Company The Borrower shall promptly following a Conversion Date (but in no event later than three (3) five Trading Days after the such Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company The Borrower shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the The Holder shall not be required to physically surrender this deliver the original Debenture in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering partial conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Debenture and issuance of a New Debenture representing the remaining outstanding principal amount amount. Upon surrender of this Debenture in an amount equal following one or more partial conversions, the Borrower shall promptly deliver to the applicable conversionHolder a New Debenture representing the remaining outstanding principal amount. (d) The Company's Borrower’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company Borrower to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company Borrower fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder will have the right to rescind such conversion. (f) If the Conversion Notice pertaining thereto by the fifth Trading Day after a Conversion Date the Company fails to deliver giving written notice to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise Borrower prior to such purchase obligation and (B) at the option Xxxxxx’s receipt of the Holder, either reinstate the portion of the Debenture and equivalent number of such Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-InShares.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the Company shall promptly (but in no event later than three (3) third Trading Days after the Day following each Conversion Date): , issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required free of restrictive legends if at such time a Registration Statement is then effective and available for use by the Purchase Agreement, shall be free of any restrictive legendInvestor. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, shall use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder Investor will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such conversionInvestor’s receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Investor the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Investor of the Underlying Shares which the Holder Investor anticipated receiving upon such conversion (a "Buy-In"), then the Company shall shall: (A1) pay in cash to the Holder Investor (in addition to any other remedies available to or elected by the HolderInvestor) the amount by which (x) the HolderInvestor's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder Investor in connection with the conversion exercise at issue by (2B) the closing sale price of Closing Price on the Common Stock at the time of the obligation giving rise to such purchase obligation Conversion Date and (B2) at the option of the HolderInvestor, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Investor the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder Investor shall provide the Company written notice, which reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder Investor in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added Prior to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion date of this Debentureconversion, the Company shall promptly send all Holders written notice. Such notice will contain the time (but “Mandatory Conversion Time”) and the place designated for mandatory conversion of all such shares of Series B Preferred Stock pursuant to this Section 6(a). Such notice will be sent at least 7 days in no event later than three advance of the Mandatory Conversion Time. Upon receipt of such notice, each Holder that holds shares of Series B Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (3or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate) Trading Days to the Company at the place designated in such notice. If so required by the Company, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Series B Preferred Stock converted pursuant to this Section 6(a) will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the Holders thereof, upon surrender of any certificate or certificates of such Holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section 6(a)(ii). As soon as practicable after the Mandatory Conversion Date): Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Series B Preferred Stock, the Company shall issue and deliver to such Holder, (A) a certificate or cause to be issued certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof or (B) a notice of issuance of uncertificated shares and cause to be delivered to or may, upon the written order of the Holder request, issue and in such name or names as the Holder may designate deliver a certificate for the Underlying Shares number of full shares of Common Stock issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision provisions hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Debenture through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this Debenture, the The Company shall promptly following a Conversion Date (but in no event later than three (3) Trading Days after the such Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the The Holder shall not be required to physically deliver the original Debenture in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Debenture and issuance of a New Debenture representing the remaining outstanding principal amount. Upon surrender of this Debenture to the Companyfollowing one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting New Debenture representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such conversionXxxxxx's receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the receipt of such Underlying Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "BuyBUY-InIN"), then the Company shall shall: (A1) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B2) at the option of the Holder, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Debentures (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the third Trading Day following each Conversion Date (and on the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue ), or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required free of restrictive legends if at such time a Registration Statement is then effective and available for use by the Purchase Agreement, shall be free of any restrictive legendInvestor. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, shall use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, The Investor shall deliver the Holder shall be required to physically surrender this Debenture original Note to the CompanyCompany in order to effect a conversion hereunder and, at which time as applicable, the Company shall reissue issue a new certificate of debenture reflecting Note representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, subject to applicable laws, the rules and regulations of the Eligible Market, and the requirements of the Company’s transfer agent, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date or the Company Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, and the Investor has delivered the Conversion Notice to the Company as required under Section 5(c) above and the Note, then the Holder Investor will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date Notice or the Company fails to deliver Conversion Notice pertaining thereto by giving written notice to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise prior to such purchase obligation and (B) at the option Investor’s receipt of the Holder, either reinstate the portion of the Debenture and equivalent number of such Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-InShares.

Mechanics of Conversion. (a) The Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchasers (or its nominee) or such other persons as designated by the Purchasers and in such denominations to be specified representing the number of Underlying Conversion Shares issuable upon any conversion hereunder shall equal such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the outstanding principal amount transfer agent of this Debenture to be converted the Company's Common Stock and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion PriceShares issued will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares, provided the Purchasers has notified the Company of the Purchasers' intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold. (b) Upon conversion Purchasers will give notice of this Debenture, its decision to exercise its right to convert the Notes or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company shall promptly (but in no event later than three (3) Trading Days after the "Notice of Conversion"). The Purchasers will not be required to surrender the Notes until the Purchasers receives a certificate or certificates, as the case may be, representing the Conversion Date): issue Shares or cause to be issued and cause to be until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to or upon the written order of Company in accordance with the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to have become holder of record of such Underlying Shares as transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Conversion Date. If it is eligible to participate in Notes (and a certificate representing the Depositary Trust Corporation DWAC system and no legends are required to be included on balance of the Underlying Shares pursuant Notes not so converted, if requested by Purchasers) to the Purchase Agreement, Purchasers via express courier for receipt by such Purchaser within four business days after receipt by the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through Notice of Conversion (the Depository Trust Corporation or another established clearing corporation performing similar functions"Delivery Date"). (c) To effect conversions hereunderThe Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchasers. As compensation to the Purchasers for such loss, the Holder Company agrees to pay late payments to the Purchasers for late issuance of the Conversion Shares in the form required pursuant to Section 8 hereof upon conversion of the Notes or late payment of the Mandatory Redemption Payment, in the amount of $100 per business day after the Delivery Date or -18- Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchasers, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchasers will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Purchasers shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be required to physically surrender this Debenture payable through the date notice of revocation or rescission is given to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations Nothing contained herein or in any document referred to issue and deliver Underlying Shares upon conversion herein or delivered in connection herewith shall be deemed to establish or require the payment of this Debenture a rate of interest or other charges in accordance with excess of the terms hereof are absolute and unconditional, irrespective maximum permitted by applicable law. In the event that the rate of any action interest or inaction dividends required to be paid or other charges hereunder exceed the maximum amount permitted by the Holder to enforce the samesuch law, any waiver or consent with respect to any provision hereof, the recovery payments in excess of any judgment such maximum shall be credited against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach amounts owed by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver Purchaser and thus refunded to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversionCompany. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. In order to convert this Debenture (ain whole or in part) The number into full shares of Underlying Shares Common Stock, the Holder shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to the Company, and, in case of any conversion pursuant to Section 5(a)(i), shall give written notice in the form of Exhibit B hereto (the "Conversion Notice") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company that the Holder elects to convert the principal amount of this Debenture specified therein, which notice and election shall be irrevocable by the Holder; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon any conversion hereunder shall equal unless (i) this Debenture evidencing the outstanding principal amount of this Debenture to be converted and any interest is delivered to the Company as provided above, or the Holder notifies the Company that this Debenture has been added lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to such principal amount the Company to indemnify the Company from any loss incurred by it in accordance connection with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, and (ii) the Company shall promptly (but in no event later than three (3) Trading Days after is provided with a replacement Debenture which represents the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order portion of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture which is not being submitted for conversion; and provided, further, 7 - 7 - that each Conversion Notice shall provide for the Holder's election to convert either (A) at least $50,000 of the Outstanding Principal Amount of this Debenture, or (B) if such Outstanding Principal Amount shall then be less than $50,000, the entire Outstanding Principal Amount. Upon receipt of any Conversion Notice, the Company shall immediately verify the Holder's calculation of the Conversion Rate. In the case of any Conversion Notice given by the Holder or in an amount equal the case of automatic conversion pursuant to Paragraph 5(a)(ii), the applicable conversion. (d) The Company's obligations Company shall use its best efforts to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation within two (2) business days after delivery to the Company of the Debenture, or any violation or alleged violation after receipt of law by the such agreement and indemnification, to such Holder or any other Personto its designee, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would to which the Holder shall be entitled, together with a Debenture for the principal amount not submitted for conversion, the form of which shall have been issued had provided to the Company timely complied with its conversion and prior to the Company's delivery obligations hereunder. For example, if of a certificate or certificates for the number of shares of Common Stock to which the Holder purchases shall be entitled. The date on which the Conversion Notice is given (the "Holder Conversion Date") shall be deemed to be the date the Company received by facsimile the Conversion Notice. The person or persons entitled to receive the shares of Common Stock having a total purchase price issuable upon conversion shall be treated for all purposes as the record holder or holders of $11,000 to cover a Buy-In with respect to an attempted conversion such shares of Debentures with a market price Common Stock on the date of conversion totaling $10,000Holder Conversion Date or on the Maturity Date, under clause (A) of as the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Incase may be.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice or the Company Conversion Notice) the amount of any accrued but unpaid interest on this Debenture through the Conversion Date or the Company Conversion Date, divided by the Conversion Price on the Conversion Date or the date of the Company Conversion Notice. (b) Upon conversion of this Debenture, the The Company shall promptly following a Conversion Date (but in no event later than three (3) Trading Days after the such Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the The Holder shall not be required to physically surrender this deliver the original Debenture in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Debenture and issuance of a New Debenture representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date or the Company Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder will have the right to rescind the Conversion Notice or the Company Conversion Notice pertaining thereto by giving written notice to the Company prior to such conversionXxxxxx's receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date or the Company Conversion Date the Company fails to deliver to the Holder such certificate or certificates the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the receipt of such Underlying Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "BuyBUY-InIN"), then the Company shall shall: (A1) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B2) at the option of the Holder, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Debentures (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. All shares of Common Stock (aincluding fractions) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debentureshares of Preferred Stock held by each holder of Preferred Stock shall be aggregated for the purpose of determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate would result in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreementissuance of a fractional share of Common Stock, the Company shall, upon request in lieu of issuing any fractional shares to which the Holderholder would otherwise be entitled, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue pay a new certificate sum of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount cash equal to the applicable conversion. (d) The then fair market value of such fractional share as determined in good faith by the Board of Directors of the Company's obligations . Before any holder of Preferred Stock shall be entitled to issue convert the same into full shares of Common Stock, and deliver Underlying Shares upon conversion to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective Company or of any transfer agent for the Preferred Stock, and shall give written notice to the Companyom at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to paragraph 4(b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action or inaction by the Holder to enforce holders of such shares and whether or not the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation certificates representing such shares are surrendered to the Company or any violation or alleged violation of law by the Holder or any other Personits transfer agent; provided further, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b)however, then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then that the Company shall (A) pay in cash not be obligated to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for issue certificates evidencing the shares of Common Stock so purchased exceeds (y) issuable upon such automatic conversion unless either the amount obtained by multiplying (1) the aggregate number certificates evidencing such shares of Underlying Shares that Preferred Stock are delivered to the Company was required to deliver or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Holder Company to indemnify the Company from any loss incurred by it in connection with the conversion such certificates. The Companyy shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise such office to such purchase obligation and (B) at the option holder of the HolderPreferred Stock, either reinstate the portion of the Debenture and equivalent number of Underlying Shares a certificate or certificates for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been issued had made immediately prior to the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price close of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price business on the date of conversion totaling $10,000, under clause (A) such surrender of the immediately preceding sentenceshares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the Company conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be required deemed to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include have converted such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable Preferred Stock until immediately prior to the Holder in respect closing of the Buy-Insale of such securities.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and (including any accrued interest that has been added thereon capitalized pursuant to such principal amount in accordance with Section 2 hereof2(b) of this Note), divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the Company shall promptly fifth (but in no event later than three (3) Trading Days after the 5th)Trading Day following each Conversion Date): , issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless bearing any legend as required by the Purchase Agreement, shall be free “blue sky” laws of any state and a restrictive legendlegend in substantially the same form as the legend described in Section 2(g) of the Purchase Agreement until such time as the Underlying Shares have been registered under the 1933 Act. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this DebentureNote, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (cb) To effect conversions hereunder, the The Holder shall not be required to physically deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Note and issuance of a New Note representing the remaining outstanding principal amount. Upon surrender of this Debenture to the CompanyNote following one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting New Note representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (dc) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoffset-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (ed) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), then the Holder will have the right to rescind such conversion. (fe) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall either (Ai) pay in cash to the Holder (such Purchaser in addition an amount equal to any remedies available to or elected by the Holder) the amount by which (x) the Holdersuch Purchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Common Stock and pay cash to such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the amount obtained by multiplying (1) Closing Price on the aggregate number date of Underlying Shares that the event giving rise to the Company's obligation to deliver such certificate. In the event the Holder elects to effectuate a Buy-In and the Company was required complies with the provisions of this Section 7(e), the failure of the Company to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver required to the Holder the number of shares of Common Stock that would have been be issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (AConversion Date pursuant to Section 7(a) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder not result in respect of the Buy-Ina Triggering Event.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice or the Borrower Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this Debenture, the Company The Borrower shall promptly following each Conversion Date (but in no event later than three (3) Trading Days after the such Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Lender and in such name or names as the Holder Lender may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends. The HolderLender, or any Person so designated by the Holder Lender to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company The Borrower shall, upon request of the HolderLender, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Lender shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The CompanyBorrower's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person of any obligation to the Company Borrower or any violation or alleged violation of law by the Holder Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company Borrower to the Holder Lender in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date or the Company Borrower Conversion Date the Borrower fails to deliver to the Holder Lender such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder Lender will have the right to rescind the Conversion Notice or the Borrower Conversion Notice pertaining thereto by giving written notice to the Borrower prior to such conversionXxxxxx's receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date or the Company Borrower Conversion Date the Borrower fails to deliver to the Holder such certificate or certificates Lender the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Lender purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Lender of the Underlying Shares which the Holder Lender anticipated receiving upon such conversion (a "Buy-InBUY IN"), then the Company shall Borrower shall: (A1) pay in cash to the Holder Lender (in addition to any other remedies available to or elected by the HolderLender) the amount by which (x) the HolderLender's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company Borrower was required to deliver to the Holder Lender in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B2) at the option of the HolderLender, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Lender the number of shares of Common Stock that would have been issued had the Company Borrower timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder Lender shall provide the Company written notice, which Borrower reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder Lender in respect of the Buy-In.

Mechanics of Conversion. To convert shares of 5% Preferred into shares of Common Stock, the holder shall give written notice to the Corporation (awhich notice may be given by facsimile transmission) The that such holder elects to convert the shares and shall state therein the date of the conversion, the number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture shares to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as in which such holder wishes the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) for shares of Common Stock to deliver in satisfaction of a sale by such Holder be issued. Promptly thereafter, the holder shall surrender the certificate or certificates representing the shares to be converted, duly endorsed, at the office of the Underlying Shares which the Holder anticipated receiving upon Corporation or of any transfer agent for such conversion (a "Buy-In")shares, then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected at such other place designated by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissionsCorporation; provided, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was holder shall not be required to deliver the certificates representing such shares if the holder is waiting to receive all or part of such certificates from the Holder in connection with Corporation. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the conversion at issue by (2) the closing sale price order of such holder, against delivery of the Common Stock at certificates representing the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holdershares which have been converted, either reinstate the portion of the Debenture and equivalent number of Underlying Shares a certificate or certificates for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock to which such holder shall be entitled and such certificate or certificates shall not bear any restrictive legend; provided (A) the Common Stock evidenced thereby are sold pursuant to an effective registration statement under the Act, (B) the holder provides the Corporation with an opinion of counsel reasonably acceptable to the Corporation to the effect that would a public sale of such shares may be made without registration under the Act, or (C) such holder provides the Corporation with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the Act. The Corporation shall cause such issuance and delivery to be effected within five (5) business days and shall transmit the certificates by messenger or overnight delivery service to reach the address designated by such holder within five (5) business days after the receipt of such notice. The notice of conversion may be given by a holder at any time during the day up to 5:00 p.m., Lenexa, Kansas time, and such conversion shall be deemed to have been issued had made immediately prior to the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price close of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price business on the date such notice of conversion totaling $10,000, under clause is given (A) a "conversion date"). The person or persons entitled to receive the shares of the immediately preceding sentence, the Company Common Stock issuable upon such conversion shall be required to pay treated for all purposes as the Holder $1,000. The Holder shall provide record holder or holders of such shares of Common Stock at the Company written notice, which written notice shall include close of business on such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Indate.

Mechanics of Conversion. (a) The number a. Subject to the terms and conditions hereof, one or more of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to Series G Preferred Stock may be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) into shares of Common Stock to deliver in satisfaction of a sale by such Holder Stock, at any time or times after (but not on or before) the six-month anniversary of the Underlying Shares which the Holder anticipated receiving upon issuance date of such conversion (a "Buy-In")Series G Preferred Stock, then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the HolderCorporation, either reinstate by delivery of a written notice to Holder (the portion “Corporation Conversion Notice”, of the Debenture and equivalent number Corporation’s election to convert the Series G Preferred Stock. On the same Trading Day on which the Corporation has issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, the Corporation shall transmit by facsimile or electronic mail an acknowledgment of Underlying Shares for which such conversion was not honored or deliver confirmation of issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall authorize the credit by the Transfer Agent of such aggregate number of Conversion Shares to which the Holder is entitled pursuant to the Corporation Conversion Notice to Holder’s or its designee’s balance account with The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Stock that would have been are to be issued had upon conversion of Series G Preferred Stock, but rather the Company timely complied with its Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. c. The Holder shall not be required to deliver the original certificates for the Series G Preferred Stock in order to effect a conversion hereunder. d. The Corporation shall pay any and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In all taxes which may be payable with respect to an attempted conversion the issuance and delivery of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required Conversion Shares to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-InHolder.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this DebentureNote, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation DTC or another established clearing corporation performing similar functions. (cb) To effect conversions hereunder, the The Holder shall not be required to physically deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Note and issuance of a New Note representing the remaining outstanding principal amount. Upon surrender of this Debenture to the CompanyNote following one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting New Note representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (dc) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoffset-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (ed) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), then the Holder will have the right to rescind such conversion. (fe) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall either (Ai) pay in cash to the Holder (such Purchaser in addition an amount equal to any remedies available to or elected by the Holder) the amount by which (x) the Holder's such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) the amount obtained by multiplying shall terminate, or (1ii) the aggregate number of Underlying Shares that the Company was required promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Common Stock and pay cash to such Purchaser in an amount equal to the Holder in connection with the conversion at issue by excess (2if any) the closing sale price of the Common Stock at Buy-In Price over the time product of the obligation giving rise to (A) such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Stock, times (B) the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price Closing Price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable event giving rise to the Holder in respect of the Buy-InCompany’s obligation to deliver such certificate.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the Company shall promptly (but in no event later than three (3) third Trading Days after the Day following each Conversion Date): , issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required free of restrictive legends if at such time a Registration Statement is then effective and available for use by the Purchase Agreement, shall be free of any restrictive legendInvestor. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, shall use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder Investor will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such conversionInvestor’s receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Investor the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Investor of the Underlying Shares which the Holder Investor anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall shall: (A1) pay in cash to the Holder Investor (in addition to any other remedies available to or elected by the HolderInvestor) the amount by which (x) the Holder's Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder Investor in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B2) at the option of the HolderInvestor, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Investor the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder Investor shall provide the Company written notice, which reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder Investor in respect of the Buy-In.

Mechanics of Conversion. (a) The number Holder may exercise its conversion rights under Section 4.2, by delivering to the Company (or such other office or agency that the Company may designate by notice in writing to the registered the Holder at the address of Underlying the Holder appearing on the books of the Company), as applicable, of a duly executed facsimile copy or PDF copy submitted by electronic (or e-mail attachment) of the Notice of Conversion in substantially the form attached hereto as Appendix 1 on or before the Maturity Date, and the Conversion Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder be issued on the Maturity Date. No ink-original Notice of record Conversion shall be required, nor shall any medallion guarantee (or other type of such Underlying Shares as guarantee or notarization) of any Notice of Conversion form be required. Partial conversion of this Note resulting in the conversion of a portion of the total number of Conversion Date. If it is eligible to participate in Shares available hereunder shall have the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request effect of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount number of this Debenture Conversion Shares convertible hereunder in an amount equal to the applicable conversionnumber of Conversion Shares converting. The Company shall deliver any objection to any Notice of Conversion within one (1) Business Day of receipt of such notice. (db) The Company's obligations to issue and deliver Underlying Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction issued hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (i) there is an effective registration statement permitting the issuance of the Conversion Shares to enforce or resale of the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach Conversion Shares by the Holder or any other Person of any obligation to (ii) the Company or any violation or alleged violation of law Conversion Shares are eligible for resale by the Holder without volume or any other Personmanner-of-sale limitations pursuant to Rule 144, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.by

Mechanics of Conversion. To convert shares of 8% Preferred into shares of Common Stock, the holder shall give written notice to the Corporation (awhich notice may be given by telefacsimile transmission) The that such holder elects to convert the shares and shall state therein date of the conversion, the number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture shares to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as in which such holder wishes the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) for shares of Common Stock to deliver in satisfaction of a sale by such Holder of be issued. Promptly thereafter, the Underlying Shares which holder shall surrender the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to certificate or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for certificates representing the shares of Common Stock so purchased exceeds (y) 8% Preferred to be converted, duly endorsed, at the amount obtained office of the Corporation or of any transfer agent for such shares, or at such other place designated by multiplying (1) the aggregate number of Underlying Shares Corporation; provided, that the Company was holder shall not be required to deliver all certificates representing such shares if the holder is waiting to the Holder in connection with the conversion at issue by (2) the closing sale price receive all or part of the Common Stock at certificates from the time Corporation. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the order of such holder, against delivery of the obligation giving rise to such purchase obligation and (B) at certificates representing the option of the Holdershares which have been converted, either reinstate the portion of the Debenture and equivalent number of Underlying Shares a certificate or certificates for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock to which such holder shall be entitled and such certificate or certificates shall not bear any restrictive legend; provided (A) the Common Stock evidenced thereby are sold pursuant to an effective registration statement under the Act, (B) the holder provides the Corporation with an opinion of counsel reasonably acceptable to the Corporation to the effect that would a public sale of such shares may be made without registration under the Act, or (C) such holder provides the Corporation with reasonable assurance that such shares can be sold free of any limitations imposed by Rule 144, promulgated under the Act. The Corporation shall cause such issuance to be effected as soon as possible days and shall cause the transmission of the certificates by messenger or overnight delivery service to reach the address designated by such holder within three (3) business days after the receipt of such notice. Absent any circumstances substantially beyond the control of the Corporation, the Corporation shall immediately pay such holder in cash or by wire transfer in immediately available funds $500 per day as liquidated damages for each day such shares have not been delivered to the holder after the end of such three (3) business day period. The notice of conversion may be given by a holder via telefacsimile at any time during the day up to 5:00 p.m. New York, New York time and such conversion shall be deemed to have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price made on the date that such notice is transmitted to the Corporation. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay treated for all purposes as the Holder $1,000. The Holder shall provide record holder or holders of such shares of Common Stock at the Company written notice, which written notice shall include close of business on such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Indate.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice or the Borrower Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this Debenture, the Company The Borrower shall promptly following each Conversion Date (but in no event later than three (3) Trading Days after the such Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Lender and in such name or names as the Holder Lender may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends. The HolderLender, or any Person so designated by the Holder Lender to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company The Borrower shall, upon request of the HolderLender, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Lender shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The CompanyBorrower's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person of any obligation to the Company Borrower or any violation or alleged violation of law by the Holder Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company Borrower to the Holder Lender in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date or the Company Borrower Conversion Date the Borrower fails to deliver to the Holder Lender such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder Lender will have the right to rescind the Conversion Notice or the Borrower Conversion Notice pertaining thereto by giving written notice to the Borrower prior to such conversionXxxxxx's receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date or the Company Borrower Conversion Date the Borrower fails to deliver to the Holder such certificate or certificates Lender the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Lender purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Lender of the Underlying Shares which the Holder Lender anticipated receiving upon such conversion (a "BuyBUY-InIN"), then the Company shall Borrower shall: (A1) pay in cash to the Holder Lender (in addition to any other remedies available to or elected by the HolderLender) the amount by which (x) the HolderLender's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company Borrower was required to deliver to the Holder Lender in connection with the conversion exercise at issue by (2B) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B2) at the option of the HolderLender, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Lender the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.been

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the Company shall promptly (but in no event later than three (3) third Trading Days after the Day following each Conversion Date): , issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required free of restrictive legends if at such time a Registration Statement is then effective and available for use by the Purchase Agreement, shall be free of any restrictive legendInvestor. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, shall use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder Investor will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such conversionInvestor’s receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Investor the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Investor of the Underlying Shares which the Holder Investor anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall shall: (A1) pay in cash to the Holder Investor (in addition to any other remedies available to or elected by the HolderInvestor) the amount by which (x) the Holder's Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder Investor in connection with the conversion exercise at issue by (2B) the closing sale price of Closing Price on the Common Stock at the time of the obligation giving rise to such purchase obligation Conversion Date and (B2) at the option of the HolderInvestor, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Investor the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder Investor shall provide the Company written notice, which reasonably detailed evidence or written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder Investor in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this DebentureNote, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (cb) To effect conversions hereunder, the The Holder shall not be required to physically deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Note and issuance of a New Note representing the remaining outstanding principal amount. Upon surrender of this Debenture to the CompanyNote following one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting New Note representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (dc) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoffset-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (ed) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), then the Holder will have the right to rescind such conversion. (fe) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "BuyBUY-InIN"), then the Company shall either (Ai) pay in cash to the Holder (such Purchaser in addition an amount equal to any remedies available to or elected by the Holder) the amount by which (x) the Holdersuch Purchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe "BUY-IN PRICE"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Common Stock and pay cash to such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the amount obtained by multiplying (1) Closing Price on the aggregate number date of Underlying Shares that the event giving rise to the Company's obligation to deliver such certificate. In the event the Holder elects to effectuate a Buy-In and the Company was required complies with the provisions of this Section 7(e), the failure of the Company to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver required to the Holder the number of shares of Common Stock that would have been be issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (AConversion Date pursuant to Section 7(a) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder not result in respect of the Buy-Ina Triggering Event.

Mechanics of Conversion. (a) Upon the occurrence of an event described in Section 9.1 or upon the occurrence of a Series A Triggering Event, the Company shall give written notice to each holder of Series A Preferred Units and Series A Warrants (the “Series A Conversion Notice”) that such holder’s Series A Preferred Units and Series A Warrants (the “Series A Conversion Units”) shall be converted into Common Units (or other securities into which the Common Units are then convertible). Promptly thereafter each such holder shall surrender to the Company, at its principal office or at such other office or agency maintained by the Company for such purpose, any certificate or certificates evidencing such Series A Conversion Units. The Series A Conversion Notice shall also contain a calculation of the number of Underlying Shares Common Units (or other securities into which the Common Units are then convertible) issuable upon such conversion. Notwithstanding the foregoing, the Company shall not be required to issue any conversion hereunder shall equal Common Units (or other securities into which the outstanding principal amount Common Units are then convertible) to any Person other than the Person listed in the Company’s records as the holder of this Debenture to be converted the Series A Conversion Units unless the Company has obtained reasonable assurance that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act, and any interest that has been added all applicable state securities laws, including, if necessary in the reasonable judgment of the Company or its legal counsel, receipt of an opinion to such principal amount effect from counsel reasonably satisfactory to the Company. In no event would such opinion be required if the Common Units could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the Securities Act. Such conversion shall be deemed to have been effected as of the close of business on the date an event described in accordance with Section 2 hereof9.1 occurred or the Series A Triggering Event occurred, divided by and the Conversion Priceperson or persons entitled to receive the Common Units (or other securities into which the Common Units are then convertible) issuable upon conversion shall be treated for all purposes as the holder or holders of record of such Common Units (or other securities into which the Common Units are then convertible) as of the close of business on such date. (b) Upon conversion Each Series C Preferred Member that desires to convert Series C Preferred Units into Common Units pursuant to this Article IX shall surrender any certificate or certificates therefore, duly endorsed, or an instrument of this Debentureconveyance executed by such Member sufficient to transfer such converted Units at the office of the Company and shall give written notice to the Company at such office that such Member elects to convert the same. Such notice shall state the number Series C Preferred Units being converted. Thereupon, the Company shall promptly (but issue such Common Units and deliver at such office to such holder a certificate or certificates for the number of Common Units to which such holder is entitled. Notwithstanding the foregoing, the Company shall not be required to issue any such Units to any Person other than the Person listed in the Company’s records as the holder of the Series C Preferred Units unless the Company has obtained reasonable assurance that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act, and all applicable state securities laws, including, if necessary in the reasonable judgment of the Company or its legal counsel, receipt of an opinion to such effect from counsel reasonably satisfactory to the Company. In no event later than three (3) Trading Days after would such opinion be required if the Conversion Date): issue Common Units could, upon conversion, be resold pursuant to Rule 144 or cause to be issued and cause to be delivered to or upon Rule 144A under the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such Securities Act. Such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become been made at the close of business on the date of such surrender of the certificates representing the Units to be converted, and the Person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included Units on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functionssuch date. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture Immediately prior to the Companyconversion of Series A Preferred Units or Series C Preferred Units into Common Units (or other securities into which the Common Units are then convertible) upon the occurrence of a Series A Triggering Event or an election to convert Series C Preferred Units pursuant to Section 9.4 (as applicable), at which time the Company shall reissue distribute cash with respect to each Series A Preferred Unit in an amount equal to such Unit’s Undistributed Incentive A Return and each Series C Preferred Unit in an amount equal to such Unit’s Undistributed Incentive C Return, in any case immediately prior to such conversion. At the option of a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture Series A Preferred Member or Series C Preferred Member (as applicable), such Member may elect to have its Undistributed Incentive A Return or Undistributed Incentive C Return (as applicable) paid in Common Units in an amount equal to the applicable conversion. Undistributed Incentive A Return or Undistributed Incentive C Return (das applicable) The Company's obligations for each such Unit divided by the Invested Capital for a Series A Preferred Unit or Invested Capital for a Series C Preferred Unit (as applicable). Notwithstanding anything to issue and deliver Underlying Shares upon the contrary contained herein, if at the time of any conversion of this Debenture in accordance with Series A Preferred Units or Series C Preferred Units the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation funds of the Company to the Holder in connection with the issuance legally available for payment of such Underlying Shares. (e) If by Undistributed Incentive A Return or Undistributed Incentive C Return are insufficient to make the fifth Trading Day after a Conversion Date required payments or the Company fails to deliver to is otherwise prohibited from making any such payment or portion thereof, whether under the Holder such certificate or certificates in the manner required pursuant to Section 6(b)Note Purchase Agreement, then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay use those funds that are legally available and otherwise permitted hereunder to make such payments first to satisfy any such payment obligations for Undistributed Incentive C Return and then Undistributed Incentive A Return, allocated in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissionseach case on a “first come, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In first served basis” with respect to an attempted Series C Preferred Units and Series A Preferred Units subject to conversion of Debentures and any remaining Undistributed Incentive A Return or Undistributed Incentive C Return (as applicable) shall convert into Common Units in accordance with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Inthis subsection.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture Note to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereofconverted, divided by the Conversion PricePrice on the Conversion Date, plus (if indicated in the applicable Conversion Notice) the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. (b) Upon conversion of this DebentureThe Company shall, by the Company shall promptly (but in no event later than three (3) third Trading Days after the Day following each Conversion Date): , issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Investor and in such name or names as the Holder Investor may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required free of restrictive legends to the extent permitted by Section 4.1(c) of the Purchase Agreement, shall be free of any restrictive legend. The HolderInvestor, or any Person so designated by the Holder Investor to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the such Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, shall use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically (via a DWAC) through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder The Investor shall not be required to physically surrender this Debenture deliver the original Note in order to the Company, at which time the Company shall reissue effect a new certificate of debenture reflecting the lowering conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Investor to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Investor or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder Investor or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder Investor in connection with the issuance of such Underlying Shares. (e) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder Investor such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b)5, then the Holder Investor will have the right to rescind the Conversion Notice pertaining thereto by giving written notice to the Company prior to such conversionInvestor’s receipt of such Underlying Shares. (f) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Investor the required number of Underlying Shares in the manner required pursuant to Section 6(b)5, and if after such seventh third Trading Day and prior to the Holder receipt of such Underlying Shares, the Investor (or someone on the Investor’s behalf) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Investor of the Underlying Shares which the Holder Investor anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall shall: (A1) pay in cash to the Holder Investor (in addition to any other remedies available to or elected by the HolderInvestor) the amount by which (x) the HolderInvestor's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder Investor in connection with the conversion exercise at issue by (2B) the closing actual sale price of at which the Common Stock at the time of the obligation sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B2) at the option of the HolderInvestor, either void the conversion at issue and reinstate the portion principal amount of the Debenture and equivalent number of Underlying Shares Notes (plus accrued interest therein) for which such conversion was not timely honored or deliver to the Holder Investor the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion exercise and delivery obligations hereunder. The Investor shall provide the Company reasonably detailed evidence or written notice indicating the amounts payable to the Investor in respect of the Buy-In. For example, if the Holder Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures this Note with respect to which the actual sale price of the Underlying Shares (including any brokerage commissions) giving rise to such purchase obligation was a market price on the date total of conversion totaling $10,000, 10,000 under clause (A1) of the immediately preceding sentence, the Company shall be required to pay the Holder Investor $1,000. The Holder Nothing herein shall provide limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof. (g) If the Company written notice, which written notice shall include such supporting documentation as reasonably necessary fails for any reason to substantiate the amounts payable, indicating the amounts payable deliver to the Holder Investor such certificate or certificates pursuant to Section 5 by the third Trading Day after the Conversion Date, the Company shall pay to such Investor, in respect cash, as liquidated damages and not as a penalty, for each $1000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the Buy-Infifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such third Trading Day until such certificates are delivered. Nothing herein shall limit an Investor’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 hereof for the Company’s failure to deliver Underlying Shares within the period specified herein and such Investor shall have the right to pursue al remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Investor from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (bi) Upon conversion of this DebentureNote, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, free of restrictive legends unless required a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective under the Securities Act and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Company has no obligation under this Agreement to file a registration statement to register the sale of the Underlying Shares by the Purchase Agreement, shall be free of any restrictive legendHolder. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, if the Underlying shares are issued free of restrictive legend, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation DTC or another established clearing corporation performing similar functions. (cii) To effect conversions hereunder, the The Holder shall not be required to physically deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Note and issuance of a new Note representing the remaining outstanding principal amount. Upon surrender of this Debenture to the CompanyNote following one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting Note representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (diii) The Company's ’s obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoffset-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (eiv) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b), 3 then the Holder will have the right to rescind such conversion. (fv) If In the event that the Underlying Shares can be delivered free of restrictive legends pursuant to subsection 3(b)(i) of this Agreement, if by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b), 3 and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "“Buy-In"”), then the Company shall either (Ax) pay in cash to the Holder (in addition an amount equal to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required promptly honor its obligation to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the a certificate or certificates representing such Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock that would have been issued had Stock, times (B) the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price Closing Price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable event giving rise to the Holder in respect of the Buy-InCompany's obligation to deliver such certificate.

Mechanics of Conversion. (ai) The number As soon as reasonably practicable after the Conversion Date, or in the case of Underlying Shares issuable upon any conversion hereunder shall equal Regulated Shares, the outstanding principal amount of this Debenture date on which the Holder thereof provides evidence to the Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be converted obtained by such Holder to Beneficially Own in excess of 9.9% of the Company’s outstanding Common Stock, (and in any interest that has been added to event within four (4) Trading Days after either such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenturedate), the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion to such Holder one or more certificates for the number of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock (or Reference Property, to deliver in satisfaction of a sale by the extent applicable) to which such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In")is entitled, then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissionstogether with, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate a check or wire transfer of immediately available funds for payment of fractional shares and any payment required by SECTION 5(d)(ii) in exchange for the portion certificates representing the converted Preferred Shares (including any Regulated Shares). Such conversion will be deemed to have been made on the Conversion Date, or in the case of Regulated Shares, the date on which the Holder thereof provides evidence to the Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be obtained by such Holder to Beneficially Own in excess of 9.9% of the Debenture Company’s outstanding Common Stock, and equivalent number the Person entitled to receive the shares of Underlying Shares for which Common Stock (or Reference Property, to the extent applicable) issuable upon such conversion was not honored shall be treated for all purposes as the record holder of such shares of Common Stock (or deliver Reference Property, to the extent applicable) on such date. The delivery of the Common Stock upon conversion of Preferred Shares (including any Regulated Shares) shall be made, at the option of the applicable Holder, in certificated form or by book-entry. Any such certificate or certificates shall be delivered by the Company to the appropriate Holder on a book-entry basis or by mailing certificates evidencing the shares to the Holders at their respective addresses as set forth in the conversion notice. In cases where fewer than all the Preferred Shares represented by any such certificate are to be converted, a new certificate shall be issued representing the unconverted Preferred Shares (or Regulated Shares). The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock (or Reference Property, to the extent applicable) upon conversion or due upon the issuance of a new certificate for any Preferred Shares (or Regulated Shares) not converted to the converting Holder; provided that the Company shall not be required to pay any such amounts, and any such amounts shall be paid by the converting Holder, in the event that such Common Stock or Preferred Shares are issued in a name other than the name of the converting Holder. (ii) For the purpose of effecting the conversion of Preferred Shares (including any Regulated Shares), the Company shall: (A) at all times reserve and keep available, free from any preemptive rights, out of its treasury or authorized but unissued shares of Common Stock (or Reference Property, to the extent applicable) the full number of shares of Common Stock (or Reference Property, to the extent applicable) deliverable upon the conversion of all outstanding Preferred Shares (including Regulated Shares) after taking into account any adjustments to the Conversion Price from time to time pursuant to the terms of this SECTION 5 and any increases to the Purchase Price from time to time and assuming for the purposes of this calculation that would all outstanding Preferred Shares are held by one holder) and (B) without prejudice to any other remedy at law or in equity any Holder may have been issued had as a result of such default, take all actions reasonably required to amend its Certificate of Incorporation, as expeditiously as reasonably practicable, to increase the authorized and available amount of Common Stock (or Reference Property, to the extent applicable) if at any time such amendment is necessary in order for the Company timely complied with to be able to satisfy its obligations under this SECTION 5. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock (or Reference Property, to the extent applicable) issuable upon conversion of the Series A Preferred Stock, the Company will take any corporate action which may be necessary in order that the Company may validly and delivery obligations hereunder. For examplelegally issue fully paid and nonassessable shares of Common Stock (or Reference Property, if to the extent applicable) upon the conversion of all outstanding Preferred Shares at such adjusted Conversion Price. (iii) From and after the Conversion Date, or in the case of Regulated Shares, the date on which the Holder purchases thereof provides evidence to the Company that such Holder has obtained the approvals from the Insurance Regulatory Authorities required to be obtained by such Holder to Beneficially Own in excess of 9.9% of the Company’s outstanding Common Stock, the Preferred Shares (including any Regulated Shares) converted on such date, will no longer be deemed to be outstanding and all rights of the Holder thereof including the right to receive Dividends, but excluding the right to receive from the Company the Common Stock having a total purchase price (or Reference Property, to the extent applicable) or any cash payment upon conversion, and except for any rights of $11,000 Holders (including any voting rights) pursuant to cover a Buy-In this Certificate of Designation which by their express terms continue following conversion or, for the avoidance of doubt, rights which by their express terms continue following conversion pursuant to any of the other Transaction Agreements (as defined in the Securities Purchase Agreement) shall immediately and automatically cease and terminate with respect to an attempted such Preferred Shares (including any Regulated Shares); provided that, in the event that a Preferred Share or Regulated Share is not converted due to a default by the Company or because the Company is otherwise unable to issue the requisite shares of Common Stock (or Reference Property, to the extent applicable), such Preferred Share or Regulated Share will, without prejudice to any other remedy at law or in equity any Holder may have as a result of such default, remain outstanding and will continue be entitled to all of the rights attendant to such Preferred Share or Regulated Share (as the case may be) as provided herein. (iv) If the conversion is in connection with any sale, transfer or other disposition of the shares of Common Stock (or Reference Property, to the extent applicable) issuable upon conversion of Debentures Preferred Shares made pursuant to the Tag-Along Agreement (as defined in the Securities Purchase Agreement), the conversion may, at the option of any Holder tendering Preferred Shares for conversion, be conditioned upon the closing of such sale, transfer or the disposition of the shares of Common Stock (or Reference Property, to the extent applicable) issuable upon conversion of such Preferred Shares, in which event such conversion of such Preferred Shares shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition. (v) The Company shall comply with a market price all federal and state laws, rules and regulations and applicable rules and regulations of the Exchange on which shares of the date Common Stock (or Reference Property, to the extent applicable) are then listed. If any shares of Common Stock (or Reference Property, to the extent applicable) to be reserved for the purpose of conversion totaling $10,000, under clause of Preferred Shares require registration with or approval of any Person or group (Aas such term is defined in Section 13(d)(3) of the immediately preceding sentenceExchange Act) under any federal or state law or the rules and regulations of the Exchange on which shares of the Common Stock (or Reference Property, to the extent applicable) are then listed before such shares may be validly issued or delivered upon conversion, then the Company will, as expeditiously as reasonably practicable, use commercially reasonable efforts to secure such registration or approval, as the case may be. So long as any Common Stock (or Reference Property, to the extent applicable) into which the Preferred Shares are then convertible is then listed on an Exchange, the Company shall will list and keep listed on any such Exchange, upon official notice of issuance, all shares of such Common Stock (or Reference Property, to the extent applicable) issuable upon conversion. (vi) All shares of Common Stock (or Reference Property, to the extent applicable) issued upon conversion of the Preferred Shares (including any Regulated Shares) will, upon issuance by the Company, be required duly and validly issued, fully paid and nonassessable, not issued in violation of any preemptive or similar rights arising under law or contract and free from all taxes, liens and charges with respect to pay the Holder $1,000. The Holder shall provide issuance thereof, and the Company written notice, shall take no action which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Inwill cause a contrary result.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon Each conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order Principal Amount into Common Stock of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such Company, including conversion which, unless required by the Purchase AgreementCephalon pursuant to Section 4(b) hereof, shall be free of any restrictive legend. The Holder, or any Person so designated effected by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as surrender of the Conversion Date. If it is eligible to participate in original Note at the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation office of the Company to the Holder in connection with the issuance (or such other office or agency of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails as the Company may designate by notice in writing to deliver to the Holder such certificate or certificates Cephalon) at any time during its usual business hours, by delivery of a letter by Cephalon substantially in the manner required form set forth on Schedule A hereto and as provided by Section 4(m) hereof, and, if the conversion is pursuant to Section 6(b)4(a) hereof, then by delivery of written notice (a "Conversion Notice") by Cephalon (i) stating that Cephalon desires to convert all or a portion of the Holder will have the right to rescind such conversion. Principal Amount (fplus any accrued and unpaid interest applicable thereto including, as applicable, any Deferred Interest applicable thereto) If evidenced by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) Note into shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which Company (the Holder anticipated receiving upon such conversion (a "Buy-InConverted Shares"), then and (ii) giving the Company name(s) (with addresses) and denominations in which the certificate(s) evidencing the Converted Shares shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissionsbe issued, if any) and instructions for the shares delivery thereof. Upon receipt of Common Stock so purchased exceeds the Conversion Notice (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection as applicable), together with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentenceoriginal Note, the Company shall be required obligated to, and shall, issue and deliver in accordance with such instructions the certificate(s) evidencing the Converted Shares issuable upon such conversion. If a portion of the Principal Amount is not converted, each Conversion Notice shall form part of the records of Cephalon as to pay the Holder $1,000Principal Amount outstanding from time to time. The Holder shall provide If at the time of any transfer, assignment or conversion of the Note, there remain trading restrictions on the Note or any Converted Shares under any applicable laws, the Company written noticemay, which written notice shall include upon the advice of counsel, endorse any certificates representing the Note or such supporting documentation as reasonably necessary Converted Shares to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-Insuch effect.

Mechanics of Conversion. (ai) The number of Underlying Shares issuable upon any conversion hereunder shall equal By the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the third Trading Day after each Conversion Price. (b) Upon conversion of this DebentureDate, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any all restrictive legendlegends. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become the holder of record of such Underlying Shares as of the Conversion Date. If it the Company's transfer agent is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the certificates representing Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (cii) To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture unless the aggregate principal amount represented by such Debenture is being converted, in which event, the Holder shall deliver such Debenture promptly to the Company (it being understood that such delivery is not a condition precedent to the Company, at which time 's obligations to deliver Underlying Shares upon such conversion). Conversions hereunder shall have the Company shall reissue a new certificate effect of debenture reflecting the lowering of the outstanding principal amount of this represented by such Debenture in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule attached as Schedule I, which will be maintained by the Company ----------- and the Holder. (diii) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (eiv) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b5(a), then the Holder will have the right to rescind such conversion. (fv) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to this Section 6(b5(c), and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "BuyBUY-InIN"), then the Company shall shall: (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock Closing Price at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion principal amount of the Debenture Debentures and equivalent number of Underlying Shares for which such conversion was not timely honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (ai) The number In order to convert this Debenture (in whole or in part) into full shares of Underlying Shares issuable upon any conversion hereunder Common Stock, the Holder shall equal surrender this Debenture by either overnight courier or 2-day courier, to the outstanding principal office of the Company, and shall give written notice in the form of EXHIBIT 2 hereto (the "Conversion Notice") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office that the Holder elects to convert a specified principal amount of the Outstanding Principal Amount of this Debenture to (plus accrued interest) specified therein, which such notice and election shall be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided irrevocable by the Conversion Price. (b) Upon conversion of this DebentureHolder; provided, however, that the Company shall promptly (but in no event later than three (3) Trading Days after not be obligated to issue certificates evidencing the Conversion Date): issue or cause to be issued and cause to be delivered to or upon the written order shares of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares Common Stock issuable upon such conversion which, (plus interest thereon) unless required by either this Debenture is delivered to the Purchase Agreement, shall be free of any restrictive legend. The HolderCompany as provided above, or any Person so designated by the Holder notifies the Company that this Debenture has been lost, stolen or destroyed and promptly executes an agreement pursuant to receive Underlying SharesSection 18 hereof reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Debentures. (ii) The Company shall use its best efforts to issue and deliver, shall be deemed (within three business days after delivery to have become holder of record the Company of such Underlying Shares as Debenture(s), or after receipt of such agreement and indemnification) to such Holder of Debenture(s) at the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request address of the Holder, use commercially reasonable efforts or to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (c) To effect conversions hereunderits designee, the Holder shall be required to physically surrender this Debenture to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversion. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had to which the Company timely complied with its conversion and delivery obligations hereunder. For exampleHolder shall be entitled as aforesaid (plus interest thereon), or, if requested by Holder and available to the Company, issue such shares in an electronic format (e.g. via DWAC) together with a calculation of the Conversion Rate and a Debenture or Debentures for the principal amount of this Debenture not submitted for conversion (if such shares are requested by Holder to be issued in an electronic format, then the calculation of the Conversion Rate and any such Debenture or Debentures shall be sent to the Holder purchases Common Stock having a total purchase price at the address of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the Holder or its designee). The effective date of conversion totaling $10,000, under clause (Athe "Holder Conversion Date") of shall be deemed to be the immediately preceding sentence, date on which the Company receives by facsimile the Conversion Notice, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be required to pay treated for all purposes as the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include record holder or holders of such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect shares of the Buy-InCommon Stock on such date.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this DebentureNote, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion whichconversion, unless required by the Purchase Agreement, shall be free of any restrictive legendlegends unless a registration statement covering the resale of the Underlying Shares and naming the Holder as a selling stockholder thereunder is not then effective under the Securities Act and such Underlying Shares are not then freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the The Company shall, upon request of the Holder, use commercially reasonable its best efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation DTC or another established clearing corporation performing similar functions. (cb) To effect conversions hereunder, the The Holder shall not be required to physically deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Note and issuance of a New Note representing the remaining outstanding principal amount. Upon surrender of this Debenture to the CompanyNote following one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting New Note representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (dc) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoffset-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (ed) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), then the Holder will have the right to rescind such conversion. (fe) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall either (Ai) pay in cash to the such Holder (in addition an amount equal to any remedies available to or elected by the Holder) the amount by which (x) the such Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) the amount obtained by multiplying shall terminate, or (1ii) the aggregate number of Underlying Shares that the Company was required promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Stock and pay cash to such Holder in connection with an amount equal to the conversion at issue by excess (2if any) the closing sale price of the Common Stock at Buy-In Price over the time product of the obligation giving rise to (A) such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Stock, times (B) the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price Closing Price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable event giving rise to the Holder in respect of the Buy-InCompany's obligation to deliver such certificate.

Mechanics of Conversion. (a) The Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Underlying Conversion Shares issuable upon any conversion hereunder shall equal such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the outstanding principal amount transfer agent of this Debenture to be converted the Company's Common Stock and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion PriceShares issued will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares, provided the Purchaser has notified the Company of the Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold. (b) Upon conversion Purchaser will give notice of this Debenture, its decision to exercise its right to convert the Notes or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be converted to the Company shall promptly (but in no event later than three (3) Trading Days after the "Notice of Conversion"). The Purchaser will not be required to surrender the Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Date): issue Shares or cause to be issued and cause to be until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to or upon the written order of Company in accordance with the Holder and in such name or names as the Holder may designate a certificate for the Underlying Shares issuable upon such conversion which, unless required by the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to have become holder of record of such Underlying Shares as transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Conversion Date. If it is eligible to participate in Notes (and a certificate representing the Depositary Trust Corporation DWAC system and no legends are required to be included on balance of the Underlying Shares pursuant Notes not so converted, if requested by Purchaser) to the Purchase Agreement, Purchaser via express courier for receipt by such Purchaser within five business days after receipt by the Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through Notice of Conversion (the Depository Trust Corporation or another established clearing corporation performing similar functions"Delivery Date"). (c) To effect conversions hereunderThe Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such loss, the Holder Company agrees to pay late payments to the Purchaser for late issuance of the Conversion Shares in the form required pursuant to Section 8 hereof upon conversion of the Notes or late payment of the Mandatory Redemption Payment, in the amount of $10 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be required to physically surrender this Debenture payable through the date notice of revocation or rescission is given to the Company, at which time the Company shall reissue a new certificate of debenture reflecting the lowering of the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. (d) The Company's obligations Nothing contained herein or in any document referred to issue and deliver Underlying Shares upon conversion herein or delivered in connection herewith shall be deemed to establish or require the payment of this Debenture a rate of interest or other charges in accordance with excess of the terms hereof are absolute and unconditional, irrespective maximum permitted by applicable law. In the event that the rate of any action interest or inaction dividends required to be paid or other charges hereunder exceed the maximum amount permitted by the Holder to enforce the samesuch law, any waiver or consent with respect to any provision hereof, the recovery payments in excess of any judgment such maximum shall be credited against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach amounts owed by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (e) If by the fifth Trading Day after a Conversion Date the Company fails to deliver Purchaser and thus refunded to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), then the Holder will have the right to rescind such conversionCompany. (f) If by the fifth Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates in the manner required pursuant to Section 6(b), and if after such seventh Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the aggregate number of Underlying Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (2) the closing sale price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable to the Holder in respect of the Buy-In.

Mechanics of Conversion. (a) The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Debenture to be converted and any interest that has been added to such principal amount in accordance with Section 2 hereof, divided by the Conversion Price. (b) Upon conversion of this Debenture, the Company shall promptly (but in no event later than three (3) Trading Days after the Conversion Date): ) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate or if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program effect the electronic transfer to the DTC account of such Holder or such Xxxxxx's nominee through the DTC's Deposit Withdrawal Agent Commission system for the Underlying Shares issuable upon such conversion whichconversion, unless free of restrictive legends other than those required by in the Purchase Agreement, shall be free of any restrictive legend. The Holder, or any Person so designated by the Holder to receive Underlying Shares, shall be deemed to have become holder of record of such Underlying Shares as of the Conversion Date. If it is eligible to participate in the Depositary Trust Corporation DWAC system The Company may, and no legends are required to be included on the Underlying Shares pursuant to the Purchase Agreement, the Company shall, upon request of the HolderHolder shall use its reasonable best efforts to, use commercially reasonable efforts to deliver Underlying Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (cb) To Execution and delivery of the Conversion Notice shall have the same effect conversions hereunder, as cancellation of the Holder shall be required to physically original Debenture and issuance of a New Debenture representing the remaining outstanding principal amount. Upon surrender of this Debenture to the Companyfollowing one or more partial conversions, at which time the Company shall reissue promptly deliver to the Holder a new certificate of debenture reflecting New Debenture representing the lowering of the remaining outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount. (dc) The Company's obligations to issue and deliver Underlying Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoffset-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Underlying Shares. (ed) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), then the Holder will have the right to rescind such conversion. (fe) If by the fifth third Trading Day after a Conversion Date the Company fails to deliver to the Holder such certificate or certificates Underlying Shares in such amounts and in the manner required pursuant to Section 6(b7(a), and if after such seventh third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall either (Ai) pay in cash to the Holder (such Purchaser in addition an amount equal to any remedies available to or elected by the Holder) the amount by which (x) the Holdersuch Purchaser's total purchase price (including brokerage commissionscommissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased exceeds (ythe "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) the amount obtained by multiplying shall terminate, or (1ii) the aggregate number of Underlying Shares that the Company was required promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Common Stock (or deliver such Common Stock to the Holder Holder's account) and pay cash to such Purchaser in connection with an amount equal to the conversion at issue by excess (2if any) the closing sale price of the Common Stock at Buy-In Price over the time product of the obligation giving rise to (A) such purchase obligation and (B) at the option of the Holder, either reinstate the portion of the Debenture and equivalent number of Underlying Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Stock, times (B) the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with a market price Closing Price on the date of conversion totaling $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice, which written notice shall include such supporting documentation as reasonably necessary to substantiate the amounts payable, indicating the amounts payable event giving rise to the Holder in respect of the Buy-InCompany's obligation to deliver such Underlying Shares.