Common use of Mechanics of Holder’s Conversion Clause in Contracts

Mechanics of Holder’s Conversion. Subject to Section 3.3 hereof, this Debenture may be converted by Holder, in whole or in part from time to time after the Issuance Date, by submitting to Borrower and/or the transfer agent of record a notice of conversion (“Notice of Conversion”), the form of which is attached hereto as Exhibit A. Such Notice of Conversion shall specify the Principal Amount of the Debenture to be converted and the date on which such conversion shall be effected (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, Borrower shall issue instructions to the transfer agent within two (2) Trading Days from the receipt of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to Holder by physical delivery or crediting the account of Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within two (2) Trading Days after receipt by Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised, and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, upon the Delivery Date and Holder shall be treated for all purposes as the record holder of such Common Stock, unless Holder provides Borrower with written instructions to the contrary. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Hxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy, the records of Holder shall be controlling and determinative in the absence of manifest error.

Mechanics of Holder’s Conversion. Subject In the event that the Holder elects to Section 3.3 hereofconvert xxxx Note into Common Stock, this Debenture may be converted the Holder shall give notice of such election by Holder, in whole or in part from time to time after the Issuance Date, by submitting to Borrower and/or the transfer agent of record a delivering an executed and completed notice of conversion (“"NOTICE OF CONVERSION") to ROIE and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion”), the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to ROIE within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to ROIE in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE"). A form of which Notice of Conversion to be employed by the Holder is attached annexed hereto as Exhibit A. Such Notice of Conversion shall specify the Principal Amount of the Debenture to be converted and the date on which such conversion shall be effected (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, Borrower shall ROIE will issue instructions to the transfer agent accompanied by an opinion of counsel within two (2) Trading Days from business days of the receipt date of the delivery to ROIE of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within two three (23) Trading Days business days after receipt by Borrower ROIE of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the Delivery Date and date of receipt by ROIE of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides Borrower with ROIE written instructions to the contrary. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Hxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy, the records of Holder shall be controlling and determinative in the absence of manifest error.

Mechanics of Holder’s Conversion. Subject In the event that the Holder elects to Section 3.3 hereofconvert this Note into Common Stock, this Debenture may be converted the Holder shall give notice of such election by Holder, in whole or in part from time to time after the Issuance Date, by submitting to Borrower and/or the transfer agent of record a delivering an executed and completed notice of conversion (“Notice of Conversion”), the form of which is attached hereto as Exhibit A. Such ) to Txxxxx Equipment and such Notice of Conversion shall specify provide a breakdown in reasonable detail of the Principal Amount Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Debenture Holder shall make the appropriate reduction to be converted the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to Txxxxx Equipment on the Conversion Date. Each date on which such conversion a Notice of Conversion is delivered or telecopied to Txxxxx Equipment in accordance with the provisions hereof shall be effected deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, Borrower shall Txxxxx Equipment will issue instructions to the transfer agent accompanied by an opinion of counsel within two (2) Trading Days from business days of the receipt date of the delivery to Txxxxx Equipment of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within two three (23) Trading Days business days after receipt by Borrower Txxxxx Xxxxxxxxx of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the Delivery Date and date of receipt by Txxxxx Equipment of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides Borrower with Txxxxx Equipment written instructions to the contrary. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Hxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy, the records of Holder shall be controlling and determinative in the absence of manifest error.

Mechanics of Holder’s Conversion. Subject In the event that the Holder elects to Section 3.3 hereofconvert this Note into Common Stock, this Debenture may be converted the Holder shall give notice of such election by Holder, in whole or in part from time to time after the Issuance Date, by submitting to Borrower and/or the transfer agent of record a delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”), ) to the form of which is attached hereto as Exhibit A. Such Parent and such Notice of Conversion shall specify provide a breakdown in reasonable detail of the Principal Amount Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Debenture Holder shall make the appropriate reduction to be converted the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which such conversion a Notice of Conversion is delivered or transmitted by facsimile to the Parent in accordance with the provisions hereof shall be effected deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, Borrower shall the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within two one (21) Trading Days from Business Day of the receipt date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within two three (23) Trading Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the Delivery Date and date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower with the Parent written instructions to the contrary. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Hxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy, the records of Holder shall be controlling and determinative in the absence of manifest error.

Mechanics of Holder’s Conversion. Subject to Section 3.3 hereof, this Debenture may be converted by Holder, in whole or in part from time to time after the Issuance Date, by submitting to Borrower and/or the transfer agent of record a notice of conversion (“Notice of Conversion”), the form of which is attached hereto as Exhibit A. Such Notice of Conversion shall specify the Principal Amount of the Debenture to be converted and the date on which such conversion shall be effected (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, Borrower shall issue instructions to the transfer agent within two (2) Trading Days from the receipt of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to Holder by physical delivery or crediting the account of Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within two (2) Trading Days after receipt by Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised, and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, upon the Delivery Date and Holder shall be treated for all purposes as the record holder of such Common Stock, unless Holder provides Borrower with written instructions to the contrary. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Hxxxxx Xxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy, the records of Holder shall be controlling and determinative in the absence of manifest error.