Common use of Monthly Redemption Clause in Contracts

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount Principal Amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount Principal Amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount Principal Amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount Principal Amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount Principal Amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to the Holder in respect of this Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (Aii) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Price. The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated directed by the Holder in the applicable Notice of Conversion, any principal amount portion of this Debenture converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount of Debenture subject to the Monthly Redemption Amount payable in and such Holder’s cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against on such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, Date shall be first applied against such conversionreduced accordingly. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8088% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 twenty (20) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8092% of the average of the three lowest VWAPs for during the 5 ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 ten (10) Trading Day period) (the price calculated during the 5 ten (10) Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 ten (10) Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) the Monthly Conversion Price is at least equal to the Floor Price, and (z) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election, if required by the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding anything to the contrary contained in this Section 6(b): (i) if the Company elects to pay any Monthly Redemption Amount in Conversion Shares, then the amount of Conversion Shares to be issued to the Holder will be at the Holder’s option; and (ii) if the Monthly Conversion Price is less than the Floor Price, then in addition to the payment of a Monthly Redemption Amount in Conversion Shares (which issuance shall be at the Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the definition of Equity Conditions not being satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash True-Up Amount”). The Cash True-Up Amount shall be determined by the product of (i) the difference between (y) the Floor Price less (z) 92% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such ten (10) Trading Day period), multiplied by (ii) the Monthly Redemption Amount that is being paid in Conversion Shares. The Company and Hxxxxx agrees to adjust the foregoing formula, in good-faith, in the event that the formula does not represent the intent of the Cash True-Up Amount. The intent of the Cash True-Up Amount is to compensate the Holder for its loss in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock at Monthly Conversion Price less than the Floor Price. Any such adjustment must be approved by the Holder.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 5 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8095% of the average of lowest daily VWAP during the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) rounded down to the nearest cent (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior . Notwithstanding anything to the commencement of contrary, the Monthly Conversion PeriodPrice with respect to a payment in Conversion Shares in lieu of cash shall not be less than $0.54 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). For purposes of clarity, if the Monthly Conversion Price at any time is less than $0.54, the Company shall only have delivered the option to pay the Monthly Redemption Amount in cash. In addition, if the Company elects to make a Monthly Redemption in Conversion Shares, and such share price would be less than $1.92, the Company shall elect to repay, unless otherwise agreed between the Company and the Holder’s account with The Depository Trust Company a , in Conversion Shares at $1.92 and pay the economic difference between 95% of the lowest daily VWAP during the Monthly Conversion Period and $1.92 in cash. For further clarification, the economic difference shall be equal to a) the number of shares of Common Stock to be applied against such that would have been delivered using the Monthly Redemption Amount equal to the quotient of (xConversion Price, minus b) the applicable Monthly Redemption Amount divided number of shares delivered using a $1.92 conversion price multiplied by (yc) the lesser daily VWAP of the shares on the conversion date ((A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”B)*C). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (x) aggregate Monthly Redemption Amount under all Debentures as to such Monthly Redemption is less than 15% of the total dollar trading volume of the Common Stock for the 20 Trading Days prior to the applicable Monthly Redemption Date, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. Each Monthly Redemption Notice shall specifically set forth the manner in which the Company intends to pay the applicable Monthly Redemption Amount (i.e., the amount to be paid in cash and/or the amount to be paid in Common Stock).

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to the Holder in respect of this Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with ( The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated directed by the Holder in the applicable Notice of Conversion, any principal amount portion of this Debenture converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount of Debenture subject to the Monthly Redemption Amount payable in and such Holder’s cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against on such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, Date shall be first applied against such conversionreduced accordingly. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 15 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Market Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption Note at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by At the Holder in the applicable Notice of ConversionHolder’s election, any conversions of the principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied Note pursuant to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall Section 4(a) may be applied against either the next upcoming Monthly Redemption Amount(s) due or the last principal amount amounts of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is . In the event that the Holder elects to have conversions of the principal amount of this Note pursuant to Section 4(a) applied against the next upcoming Monthly Redemption Amount(s) due, then on such Monthly Redemption Amount, Date the Pre-Monthly Redemption Conversion Shares, if Amount shall consist of any were issued in connection with remaining portion of the principal amount due on such Monthly Redemption or were not already applied to date plus all accrued and unpaid interest on the entire outstanding principal amount of this Note as of such conversions, shall be first applied against such conversiondate. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At If a Registration Statement is effective covering the resale of the Conversion Shares by the Holder, at any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. Notwithstanding anything herein to the contrary, until such time as the Company has obtained Shareholder Approval and it is deemed effective, in no event shall the Company issue any Conversion Shares upon a Monthly Redemption hereunder.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and Price, (ii) 80the price at which Pre-Redemption Conversion Shares are issued in respect of such Monthly Redemption and (iii) 70% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8070% of the average of the 5 10 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly -Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “"Monthly Redemption”"). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 at least 10 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to (but not including) the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 10 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8090% of the average of the 5 10 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 25 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”"), in lieu of a cash redemption payment the Company may elect to pay all or part up to 50% of a the Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for during the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, such period, the “"Monthly Redemption Period" and such price, the "Monthly Conversion Period”Price"); provided, further, that the Company may not pay the up to 50% of such Monthly Redemption Amount in Conversion Shares unless (yi) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied, (ii) the daily trading volume for the Common Stock exceeds $100,000 per Trading Day for the applicable Monthly Redemption Period and (ziii) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time Within 1 Trading Day of the Company delivers a notice to notifying the Holder of its election to pay issue the Monthly Redemption Amount Holder Conversion Shares in shares lieu of Common Stocka cash redemption payment hereunder, the Company shall file with the Commission a prospectus supplement to the Registration Statement pursuant to Rule 424 under the Securities Act disclosing the material terms of the Company's election make such electionpayments in shares.

Monthly Redemption. On Beginning February 2007, on each Monthly Redemption Date, Date the Company shall redeem the Holder's Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Note. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment payment, the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 10 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived satisfied and the payment in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80would not exceed 25% of the average volume for any of the 5 VWAPs during the period ending on the 3rd previous 10 Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Days. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture the Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder's cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last next principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionrepaid. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time Anything to the contrary notwithstanding, if the Company delivers pays a notice Monthly Redemption in cash (whether by election or inability to satisfy the Holder of its election conditions necessary to pay the in Conversion Shares), such Monthly Redemption Amount in shares shall be made at 102% of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionamount due.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash shares of Common Stock, subject to the Equity Conditions, at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser lower of (i) the then Conversion Price (as defined in Section 4b), and (ii) 80% ninety percent (90%) of the average of the VWAPs for the 5 consecutive Trading Days ending VWAP on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionDate. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cashHolder, shares of Common Stock or a combination thereof shall be applied ratably to collectively with all of the other holders of the then outstanding other Debentures based on their (or their predecessor’s) initial purchases of Debentures issued pursuant to the Purchase Agreement, may sell their Conversion Shares from each Monthly Redemption at a thirty-five percent (35%) leak-out only if being sold below the Conversion Price. At any time If the Company delivers shares are being sold above the Conversion Price, the Holder shall have no such selling limitations. Notwithstanding anything to the contrary contained in this Section 6(b), upon an Event of Default, the selling restrictions contained in this Section 6(b) shall be removed until such Event of Default is cured. In the event that the sale of the Conversion Shares issued in connection with a notice particular Monthly Redemption does not net to the Holder proceeds at least equal to the related Monthly Redemption Amount, immediately upon request of the Holder, then the Company shall, at its election to option, pay the Monthly Redemption Amount difference to the Holder in cash (the “True-Up Cash”) or issue to the Holder a true-up number of shares of Common StockStock (the “True-Up Shares”) equal to the dollar value of the difference between the stated Redemption Amount less the net proceeds realized by the Holder, divided by ninety percent (90%) of the VWAP on the day notice is given to the Company. If the Holder, using its reasonable efforts, is unable to sell all of the Conversion Shares related to a particular Monthly Redemption, then it may defer any and all future Monthly Redemption until such time that it has sold all prior Conversion Shares, including any True-Up Shares. Notwithstanding anything to the contrary contained in this Section 6(b), the Company Holder shall file a prospectus supplement pursuant to Rule 424 disclosing such electionnot be issued shares of Common Stock below the Floor Price.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 5 Trading Days’ prior written irrevocable revocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company Holder may elect to pay receive all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “"Monthly Redemption”"). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountvia wire transfer; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 30 Trading Day period immediately following the Monthly Redemption Notice, the "Monthly Redemption Period"), in lieu of a cash redemption payment the Company may elect to pay all or part of a the principal amount included in such Monthly Redemption Amount in Conversion Shares in an amount not to exceed 10% of the total dollar trading volume of the Common Stock during the 10 Trading Days immediately prior to the applicable Monthly Redemption Date (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the lowest 3 VWAPs for during the 5 consecutive 10 Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the such portion of a Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 or file a Current Report on Form 8-K disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8085% of the average of the 5 10 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Note. For purposes of this subsection 6(a) only, "Pro Rata Portion" is the ratio of (x) the “principal amount of this Note on the Original Issue Date to (y) the sum of the aggregate original principal amounts of the Notes issued to all Holders. If any Holder shall no longer hold Notes, then the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount from clause (y) above and the Monthly Redemption”)Redemption Amount shall be allocated pro-rata among the remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment payment, the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares shares of Common Stock based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 20 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (); provided, however, that the price calculated Company may not pay the Monthly Redemption Amount in shares of Common Stock unless, on the Monthly Redemption Date and during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived satisfied and the payment in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80would not exceed 25% of the average trading volume for any of the 5 VWAPs during the period ending on the 3rd previous 10 Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionDays.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8088% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Monthly Conversion Price and (B) 80% of assuming for such purposes that the average of the Monthly Conversion Period ended 5 VWAPs during the period ending on the 3rd Trading Day immediately Days prior to the date of the actual Monthly Redemption Notice Conversion Period for such Monthly Conversion (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (such redemption, the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 12 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such amount in U.S. dollars to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8082.5% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Redemption Price” and such 5 10 Trading Day period, the “Monthly Conversion Redemption Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company (the date of such delivery, the “Pre-Redemption Conversion Shares Delivery Date”) a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8082.5% of the average of the 5 VWAPs during for the period ending on 10 consecutive Trading Days immediately preceding the 3rd Trading Day immediately prior to the date of the Monthly Pre-Redemption Notice Conversion Shares Delivery Date (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are Amount is due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment payment, the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and Price, (ii) 80% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date and (iii) the VWAP for the Trading Day that is immediately prior to the applicable Monthly Redemption Date less $0.01 (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 20 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture then subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interestliquidated damages, liquidated damages interest and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any excess of the Pre-Redemption Conversion Shares above the amount required to satisfy the applicable Monthly Redemption may, at the option of Holder, be applied to reduce principal or may be promptly returned to the Company. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, that, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. For purposes of this Section 5(b) only, "Pro Rata Portion" is the ration of (x) the “principal amount of this Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Closing Date. If any Holder shall no longer holds Debentures or if a Holder's outstanding principal amount is less than their Pro Rata Portion of the Monthly Redemption”)Redemption Amount, then such Holder's Monthly Redemption Amount shall be such lesser amount and the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount (or portion thereof no longer outstanding) from clause (y) above and the Monthly Redemption Amount shall be allocated pro-rata among the remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)cash. The Holder Holders may convert, pursuant to Section 4(a4(a)(i), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. a) Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (ia) the then Conversion Price and (iib) 8085% of the average of the VWAPs for 3 lowest Closing Prices during the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied; except that, unless waived in writing by with respect to the Holderfirst Monthly Redemption Date, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 the Equity Conditions need only be met for the 10 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such first Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Date. The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder's cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunderrepaid, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionorder. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company Sellers, jointly and severally, shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “"Monthly Redemption”"). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 30 Trading Day period immediately following the Monthly Redemption Notice, the "Monthly Redemption Period"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for three lowest Closing Prices during the 5 consecutive ten Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”)) unless waived by the Holders in writing per the Company’s request. The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 ten (10) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (the “Pre-Redemption Conversion Shares”) based on a conversion price equal to the lesser of (i) the then Fixed Conversion Price Price, and (ii) 8075% of the average of the daily VWAPs for the 5 ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock share dividend, stock share split, stock share combination or other similar event affecting the Common Stock Ordinary Shares during such 5 twenty (20) Trading Day period) (the price calculated during the 5 twenty (20) Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 twenty (20) Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount Any Principal of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount Principal of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices notices of Holder Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock Ordinary Shares or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At If required by the Securities Act, at any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common StockOrdinary Shares, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. In the event the Holder breaches its covenant set forth in the Purchase Agreement, the Company shall be entitled to make all or part of the Monthly Redemption Amount payable on that certain Monthly Redemption Date following the breach in Conversion Shares based on the Monthly Conversion Price notwithstanding the Equity Conditions are not satisfied during the Monthly Conversion Period.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption Amount paid in cash, the Company shall pay a cash value equal to 105% of such Monthly Redemption Amount. Additionally, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for 3 lowest Closing Bid Prices during the 5 consecutive Trading Days ending on the Trading Day that is immediately ten trading days prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 ten Trading Day period) (the period)(the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (yi) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied, and (zii) . as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Conversion Shares issuable in payment of the Monthly Redemption Amount payable in Conversion SharesAmount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election, if applicable.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Holder’s Pro-Rata Portion of the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of any Debentures held by such Holder. “Pro Rata Portion” is the lower of (i) the “Monthly Redemption”). The product of the Monthly Redemption Amount payable multiplied by ratio of (A) the Principal Amount of this Debenture held by the original Holder on the Original Issue Date and (B) the sum of the aggregate original Principal Amounts of the Debentures issued to all Holders on the Original Issue Date, or (ii) the aggregate Principal Amounts of the Debentures outstanding and held by such Holder at the Redemption Date. If the Holder assigns any portion of this Debenture to multiple assignees, in connection with such assignments, the Holder shall instruct the Company as to how to apportion the original Principal Amount in (A) above among such assignees for purposes of calculating the Pro-Rata Portions of the assignees. If a Holder and its transferees no longer hold any Debentures, then the Pro Rata Portion shall be recalculated to exclude the original Principal Amount of any Debentures once held by such Holder and its transferees, if any, from clause (B) above. On each Monthly Redemption Date shall be paid Date, the Company will pay to each Holder in cash at the rate of cash, except as provided in this Section, an amount equal to 110% of the Holder’s Pro-Rata Portion of the Monthly Redemption Amount; provided, however, as . As to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part a portion of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Set Price and (ii) 80% of the average of the VWAPs VWAP for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, (yi) from during the date 20 Trading Days, prior notice period immediately prior to the Holder receives the duly delivered applicable Monthly Redemption Notice through and Date until the date such Monthly Redemption is paid in fullhas occurred, each of the Equity Conditions shall have been satisfiedmet, unless waived in writing by (ii) on or prior to the Holder, and (z) as to such Monthly Redemption, 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to Redemption Date, the commencement Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of the Monthly Conversion Period), cash and in such notice the Company shall have delivered to indicated the Holder’s account with The Depository Trust Company a number of shares of Common Stock amount to be applied against paid in Underlying Shares (the Company may indicate in such Monthly Redemption Amount equal to notice that the quotient of election contained in such notice shall continue for later periods until revised or until the Equity Conditions are no longer satisfied), and (xiii) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)is above $1.90. The Holder may convert, pursuant to Section 4(a)4, any principal amount Principal Amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination If the Holder elects to pay convert any Principal Amount of this Debenture subject to a Monthly Redemption in cashprior to the Monthly Redemption Date, shares of Common Stock or a combination thereof such Xxxxxx’s Monthly Redemption Amount paid on such Monthly Redemption Date shall be applied ratably to all of reduced by the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase AgreementPrincipal Amount so converted. At any time the Company delivers a notice to the Holder of its election to pay For clarity, such conversion shall not reduce the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionpayable on any future Monthly Redemption Date.

Monthly Redemption. On each Monthly Redemption DateDate upon the sole election of the Holder and upon 20 Trading Days’ prior written notice by the Holder to the Company, the Company shall be required to redeem the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) then Conversion Price, unless waived in writing by the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice Holder (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. For purposes of this Section 5(b) only, "PRO RATA PORTION" is the ration of (x) the principal amount of this Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Closing Date. If any Holder shall no longer holds Debentures or if a Holder's outstanding principal amount is less than their Pro Rata Portion of the Monthly Redemption Amount, then such Holder's Monthly Redemption Amount shall be such lesser amount and the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount (or portion thereof no longer outstanding) from clause (y) above and the Monthly Redemption Amount (shall be allocated pro-rata among the “Monthly Redemption”)remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part part, as set forth in the notice, of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividendSet Price; PROVIDED, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherHOWEVER, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, on the applicable Monthly Redemption Date and during the 20 Trading Day period immediately prior thereto, (yi) from the date there is an effective Registration Statement pursuant to which the Holder receives is permitted to utilize the duly delivered Monthly Redemption Notice through prospectus thereunder to resell all of the Underlying Shares issued to the Holder and until all of the date Underlying Shares as are issuable to the Holder upon conversion in full of the Debenture subject to such Monthly Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (ii) the Common Stock is paid listed for trading on a Principal Market (and the Company believes, in fullgood faith, that trading of the Equity Conditions have been satisfiedCommon Stock on the Principal Market will continue uninterrupted for the foreseeable future), unless waived in writing by (iii) on or prior to the Holder, and (z) as to such Monthly Redemption, 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Redemption Date, the Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of cash; (iv) all liquidated damages and other amounts owing in respect of the Debenture shall have delivered to been paid or will, concurrently with the Holder’s account with The Depository Trust Company issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock to for such issuance; (vi) such issuance would be applied against such Monthly Redemption Amount equal to permitted in full without violating the quotient limitations set forth in Section 4(a)(ii)(A) or (B); (vii) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (xviii) the applicable Monthly Redemption Amount divided by (y) the lesser no public announcement of (A) the Conversion Price a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (Bix) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice THE AVERAGE OF THE 10 CLOSING BID PRICES IMMEDIATELY PRIOR TO THE 20TH TRADING DAY PRIOR TO SUCH MONTHLY REDEMPTION DATE AND THE AVERAGE OF THE 10 CLOSING BID PRICES IMMEDIATELY PRIOR TO SUCH MONTHLY REDEMPTION DATE EXCEEDS $0.4220(2) (the “Pre-Redemption Conversion Shares”SUBJECT TO ADJUSTMENT FOR REVERSE AND FORWARD STOCK SPLITS, STOCK DIVIDENDS, STOCK COMBINATIONS AND OTHER SIMILAR TRANSACTIONS OF THE COMMON STOCK THAT OCCUR AFTER THE DATE OF THE PURCHASE AGREEMENT). The Holder Holders may convert, pursuant to Section 4(a4(a)(i), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “"Monthly Redemption”"). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 not less than 5 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”"), in lieu of a cash redemption payment the Company Holder may elect to pay receive all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the 5 lowest VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 20 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that if the Company may not pay reported closing price on the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption principal Trading Market is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of or less than $0.05 (xadjusted for any stock dividend, stock split, stock combination or other similar event) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (Date, then the “Pre-Redemption Conversion Shares”)Holder must accept payment in cash if so requested by the Company. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On the 28th of each month, commencing upon February 28, 2009 and terminating upon the full redemption of this Debenture (each, a “Monthly Redemption Date”), the Company shall redeem the Monthly Redemption Amount (such redemption, the “Monthly Redemption”). The “Monthly Redemption Amount” shall mean (y) as to the initial Monthly Redemption due on February 28, 2009, accrued, but unpaid interest, and (z) as to each Monthly Redemption thereafter commencing on March 28, 2009, (i) $85,000 plus (ii) accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Debenture. The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount (which shall not include the amount payable pursuant to clause (iii) of the definition of Monthly Redemption Amount) in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs any 5 closing prices for the 5 Common Stock for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8085% of the average of any 5 closing prices for the 5 VWAPs during Common Stock for the period 20 consecutive Trading Days ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a7(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common StockStock and there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Debenture, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. The payment of cash or issuance of Common Stock, as applicable, pursuant to a Monthly Redemption shall be payable on the Monthly Redemption Date. If any portion of the payment pursuant to a Monthly Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Monthly Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Monthly Redemption, ab initio. Notwithstanding anything to the contrary in this Section 7, the Company’s determination to redeem in cash or its elections under Section 7(f) shall be applied ratably among the Holders of Debentures. The Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 7 prior to actual payment in cash for any redemption under this Section 7(f) by the delivery of a Notice of Conversion to the Company.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. For purposes of this subsection 5(b) only, "PRO RATA PORTION" is the ration of (x) the “principal amount of this Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Closing. If any Holder shall no longer holds Debentures, then the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount from clause (y) above. Monthly Redemption”)Redemption Amount shall be allocated pro-rata among the remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) and (ii) the Set Price (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"MONTHLY CONVERSION PRICE"); providedPROVIDED, furtherHOWEVER, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, on the Monthly Redemption Date and during the 20 Trading Day period immediately prior thereto, (yi) from the date there is an effective Registration Statement pursuant to which the Holder receives is permitted to utilize the duly delivered Monthly Redemption Notice through prospectus thereunder to resell all of the Underlying Shares issued to the Holder and until all of the date Underlying Shares as are issuable to the Holder upon conversion in full of the Debenture subject to such Monthly Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (ii) the Common Stock is paid listed for trading on a Principal Market (and the Company believes, in fullgood faith, that trading of the Equity Conditions have been satisfiedCommon Stock on the Principal Market will continue uninterrupted for the foreseeable future), unless waived in writing by (iii) on or prior to the Holder, and (z) as to such Monthly Redemption, 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Redemption Date, the Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of cash; (iv) all liquidated damages and other amounts owing in respect of the Debenture shall have delivered to been paid or will, concurrently with the Holder’s account with The Depository Trust Company issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock to for such issuance; (vi) such issuance would be applied against such Monthly Redemption Amount equal to permitted in full without violating the quotient limitations set forth in Section 4(a)(ii)(A) or (B); (vii) no Event of (x) Default nor any event that with the applicable Monthly Redemption Amount divided by (y) the lesser passage of (A) the Conversion Price time would constitute an Event of Default has occurred and is continuing; and (Bviii) 80% no public announcement of the average a pending or proposed Change of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Control Transaction or Fundamental Transaction has occurred that has not been consummated. The Holder Holders may convert, pursuant to Section 4(a4(a)(i), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 twenty (20) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the “Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Redemption Period”); provided, however, that if such Monthly Redemption Price is less than $0.40, subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock, the Company shall obtain the Holder’s prior written consent to pay the Monthly Redemption Amount in Conversion Shares; provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period Redemption Date (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock Conversion Shares to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8085% of the average of the 5 VWAPs during for the period 20 consecutive Trading Days ending on the 3rd Trading Day immediately prior to the applicable date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount Principal Amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount Principal Amount of this Debenture Note converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount Principal Amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount Principal Amount of this Debenture Note converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount Principal Amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. Failure of the Company to issue the Conversion Shares on each Monthly Redemption Date shall otherwise be subject to the provisions of Section 4, including but not limited to Buy-In and partial liquidated damages. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 30 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 10 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date Date, provided that such price must be at least $0.23 (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the period)(the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and ”) or else such 5 Trading Day period, the “Monthly Conversion Period”)Redemption must be paid in cash; provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock Conversion Shares to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the cash portion of the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder’s Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. For purposes of this subsection 6(a) only, “Pro Rata Portion” is the ration of (x) the “principal amount of this Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders. If any Holder shall no longer hold Debentures, then the Pro Rata Portion shall be recalculated to exclude such Holder’s principal amount from clause (y) above and the Monthly Redemption”)Redemption Amount shall be allocated pro-rata among the remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 20 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived and in writing by addition, the Holder, and (z) as to such Monthly Redemption, VWAP for each Trading Day within the 20 consecutive Trading Days immediately prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by Date shall have been at least $2.00 (ysubject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock since the Original Issue Date) the lesser of (A) the Conversion Price and (B) 80% of AND the average of the 5 VWAPs during the daily dollar trading volume for such period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)shall have been at least $300,000. The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder’s cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunderrepaid, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionorder. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, satisfied (unless waived in writing by the Holder, ) and (z) at any time after written request of the Holder, as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Datei. Commencing on April 2018, the Holder shall have the right, at its option, to require the Company shall to redeem up to the Monthly Redemption Amount Allowance per calendar month (the “Monthly Redemption”Holder Redemption Right) in accordance with this Section 4(a). The Monthly Holder may exercise its Holder Redemption Amount payable on Right for a calendar month, at any time and from time to time, during such calendar month, by sending one or more written notices, the form of which is attached hereto as Annex A (each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the a “Monthly Holder Redemption Notice”), in lieu of a cash redemption payment to the Company may elect by not later than 11:59:59 P.M. (local time in New York, New York) on the last Trading Day of such calendar month, which Holder Redemption Notices shall specify the principal amount to be redeemed and the amount of accrued and unpaid interest thereon (together, the “Holder Redemption Amount”). The Company shall promptly, but in any event no more than one (1) Trading Day after the date that the Holder delivers a Holder Redemption Notice to the Company (the “Holder Redemption Payment Date”) (1) if this Debenture is Stock Off on the date that the Holder delivers the Holder Redemption Notice to the Company, pay all or part to the Holder in cash by wire transfer of a Monthly Redemption Amount in Conversion Shares based on a conversion price immediately available funds an amount equal to the lesser of Holder Redemption Amount specified in the Holder Redemption Notice or (i2) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending if this Debenture is Stock On on the Trading Day date that is immediately prior two (2) days after the Holder delivers the Holder Redemption Notice to the applicable Monthly Redemption Date (subject to adjustment for any stock dividendCompany, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior deliver to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to as provided in this Section 4. For the avoidance of doubt, payment in cash or shares of Common Stock shall be applied against such Monthly Redemption Amount equal determined according to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% status of the average Debenture as Stock On or Stock Off on the date that the Holder delivers the Holder Redemption Notice to the Company and not the Holder Redemption Payment Date. For the further avoidance of doubt, the Holder and the Company agree that the Holder may deliver more than one (1) Holder Redemption Notice during a calendar month provided that the sum of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date Holder Redemption Amounts set forth in all of the Holder Redemption Notices delivered during such calendar month does not exceed the Monthly Redemption Notice (Allowance. For the “Pre-Redemption Conversion Shares”). The Holder may convertfurther avoidance of doubt, pursuant to Section 4(a), any no reduction in the outstanding principal amount of this Debenture subject to (as a Monthly Redemption at result of conversion, redemption or otherwise) shall reduce or otherwise have any time prior to effect on the date that amount of the Monthly Redemption AmountAllowance, plus accrued but unpaid interest, liquidated damages and which shall remain unchanged regardless of any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder such reduction in the applicable Notice of Conversion, any outstanding principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionDebenture.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro-Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. "Pro Rata Portion" is the ratio of (x) the “Monthly Redemption”)principal amount of this Debenture on the Issuance Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Issuance Date. If any Holder shall no longer holds Debentures, then the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount from clause (y) above. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, on the Monthly Redemption Date and during the 20 Trading Day period immediately prior thereto, (yi) from the date there is an effective Registration Statement pursuant to which the Holder receives is permitted to utilize the duly delivered Monthly Redemption Notice through prospectus thereunder to resell all of the Underlying Shares issued to the Holder and until all of the date Underlying Shares as are issuable to the Holder upon conversion in full of the Debenture subject to such Monthly Redemption (and the Company has not been notified that such effectiveness will be interrupted in the foreseeable future), (ii) the Common Stock is paid listed for trading on a Principal Market (and the Company has not been notified that trading of the Common Stock on the Principal Market will be interrupted in fullthe foreseeable future), (iii) on or prior to the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Redemption Date, the Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of cash; (iv) all liquidated damages and other amounts owing in respect of the Debenture shall have delivered to been paid or will, concurrently with the Holder’s account with The Depository Trust Company issuance of the Underlying Shares, be paid; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock to be applied against such Monthly Redemption Amount equal for the issuance of all of the shares then issuable pursuant to the quotient Transaction Documents as of such date; (xvi) such issuance would be permitted in full without violating the applicable Monthly Redemption Amount divided by limitations set forth in Section 4(a)(ii)(A) or (yB); (vii) no Event of Default nor any event that with the lesser passage of (A) the Conversion Price time would constitute an Event of Default has occurred and is continuing; and (Bviii) 80% no public announcement of the average a pending or proposed Change of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Control Transaction or Fundamental Transaction has occurred that has not been consummated. The Holder Holders may convert, pursuant to Section 4(a)4, any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall ------------------- redeem the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “"Monthly Redemption”"). The Monthly Redemption ------------------ Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 20 Trading Day --------------------------- period immediately following the Monthly Redemption Notice, the "Monthly ------- Redemption Period"), in lieu of a cash redemption payment the Company may elect ------------------ to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the ---------------------------------- lesser of (i) the then Conversion Price and (ii) 80% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price ice calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 Trading Day period, the “------------------------ "Monthly Conversion Period”"); provided, further, that the Company may not pay --------------------------- -------- ------- the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption -------------- Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any ------------------ principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (such redemption, the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 12 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such amount in U.S. dollars to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Redemption Price” and such 5 10 Trading Day period, the “Monthly Conversion Redemption Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company (the date of such delivery, the “Pre-Redemption Conversion Shares Delivery Date”) a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during for the period ending on 10 consecutive Trading Days immediately preceding the 3rd Trading Day immediately prior to the date of the Monthly Pre-Redemption Notice Conversion Shares Delivery Date (the “Pre-Redemption Conversion Shares”); provided, however, with respect to clause (y) of this sentence, the Holder has agreed to waive subsections (ii), (iii), (vi), (x) of the definition of “Equity Conditions”, provided that (a) the Conversion Shares may be sold by the Holder without volume or manner restrictions and counsel to the Company has provided the Holder with an opinion addressed to the transfer agent to such effect and acceptable to the transfer agent, (b) no Event of Default restricts in any way the Holder’s ability to immediately resell the Conversion Shares, and (c) the aggregate trading volume of the Common Stock on the Trading Market for the 12 consecutive Trading Days immediately prior to the applicable Monthly Redemption Date exceeds $150,000. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”"MONTHLY REDEMPTION"). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; providedPROVIDED, howeverHOWEVER, as to any Monthly Redemption and upon 30 25 Trading Days’ ' prior written irrevocable notice (the “"MONTHLY REDEMPTION NOTICE and the 25 Trading Day period immediately following the Monthly Redemption Notice”, the "MONTHLY REDEMPTION PERIOD"), in lieu of a cash redemption payment the Company may elect to pay all or part up to 100% of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "MONTHLY REDEMPTION SHARE AMOUNT") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for during the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, such period, the “Monthly Conversion Period”"MONTHLY CONVERSION PERIOD") (the "MONTHLY CONVERSION PRICE"); providedPROVIDED, furtherFURTHER, that the Company may not pay up to 100% of the Monthly Redemption Amount in Conversion Shares unless (yi) from on the applicable Monthly Redemption Date (through and including the date payment is actually made) and during the Holder receives the duly delivered applicable Monthly Redemption Notice through and until the date such Monthly Redemption is paid in fullPeriod, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied, (ii) the daily trading volume for the Common Stock exceeds $100,000 per Trading Day for the applicable Monthly Redemption Period and (ziii) as to such Monthly Redemption, prior to the such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre"PRE-Redemption Conversion Shares”REDEMPTION CONVERSION SHARES"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; providedPROVIDED, howeverHOWEVER, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, satisfied (unless waived in writing by the Holder, ) and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 ten (10) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of lowest VWAP during the VWAPs for the 5 consecutive five (5) Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 five (5) Trading Day period) (the price calculated during the 5 five (5) Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 five (5) Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) the Monthly Conversion Price is at least equal to the Floor Price, and (z) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election, if required by the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding anything to the contrary contained in this Section 6(b): (i) if the Company elects to pay any Monthly Redemption Amount in Conversion Shares, then the amount of Conversion Shares to be issued to the Holder will be at the Holder’s option; and (ii) if the Monthly Conversion Price is less than the Floor Price, then in addition to the payment of a Monthly Redemption Amount in Conversion Shares (which issuance shall be at the Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the definition of Equity Conditions not being satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash True-Up Amount”). The Cash True-Up Amount shall be determined by the product of (i) the difference between (y) the Floor Price less (z) 92% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such ten (10) Trading Day period), multiplied by (ii) the Monthly Redemption Amount that is being paid in Conversion Shares. The Company and Hxxxxx agrees to adjust the foregoing formula, in good-faith, in the event that the formula does not represent the intent of the Cash True-Up Amount. The intent of the Cash True-Up Amount is to compensate the Holder for its loss in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock at a Monthly Conversion Price less than the Floor Price. Any such adjustment must be approved by the Holder.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 twenty (20) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, however, that if such Monthly Conversion Price is less than $0.40, subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock, the Company is required to pay such Monthly Redemption Amount in cash; provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period Date (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock Conversion Shares to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8085% of the average of the 5 VWAPs during for the period 20 consecutive Trading Days ending on the 3rd Trading Day immediately prior to the applicable date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount Principal Amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount Principal Amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount Principal Amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount Principal Amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount Principal Amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. Failure of the Company to issue the Conversion Shares on each Monthly Redemption Date shall otherwise be subject to the provisions of Section 4, including but not limited to Buy-In and partial liquidated damages. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 thirty (30) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8087% of the average of lowest VWAP during the VWAPs for the 5 ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 ten (10) Trading Day period) (the price calculated during the 5 ten (10) Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 ten (10) Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) the Monthly Conversion Price is at least equal to the Floor Price, and (z) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election, if required by the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding anything to the contrary contained in this Section 6(b): (i) if the Company elects to pay any Monthly Redemption Amount in Conversion Shares, then the amount of Conversion Shares to be issued to the Holder will be at the Holder’s option; and (ii) if the Monthly Conversion Price is less than the Floor Price, then in addition to the payment of a Monthly Redemption Amount in Conversion Shares (which issuance shall be at the Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the definition of Equity Conditions not being satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash True-Up Amount”). The Cash True-Up Amount shall be determined by the product of (i) the difference between (y) the Floor Price less (z) 87% of the lowest VWAP during the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such ten (10) Trading Day period), multiplied by (ii) the Monthly Redemption Amount that is being paid in Conversion Shares. The Company and Xxxxxx agrees to adjust the foregoing formula, in good-faith, in the event that the formula does not represent the intent of the Cash True-Up Amount. The intent of the Cash True-Up Amount is to compensate the Holder for its loss in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock at Monthly Conversion Price less than the Floor Price. Any such adjustment must be approved by the Holder.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “"Monthly Redemption”"). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% the Market Redemption Price as of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (yA) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedsatisfied (except clause (xii) thereof shall apply only during the 10-Trading Day period used for determining the Market Redemption Price), unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (xB) the applicable Monthly Market Redemption Amount divided by Price is above $0.25 (y) the lesser of (A) the Conversion Price as appropriately and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”equitably adjusted for reverse stock splits and similar events). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption Note at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by At the Holder in the applicable Notice of ConversionHolder's election, any conversions of the principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied Note pursuant to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall Section 4(a) may be applied against either the next upcoming Monthly Redemption Amount(s) due or the last principal amount amounts of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is . In the event that the Holder elects to have conversions of the principal amount of this Note pursuant to Section 4(a) applied against the next upcoming Monthly Redemption Amount(s) due, then on such Monthly Redemption Amount, Date the Pre-Monthly Redemption Conversion Shares, if Amount shall consist of any were issued in connection with remaining portion of the principal amount due on such Monthly Redemption or were not already applied to Date plus all accrued and unpaid interest on the entire outstanding principal amount of this Note as of such conversions, shall be first applied against such conversiondate. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s's) initial purchases original principal amount of Debentures pursuant to Notes. If a Registration Statement is effective covering the Purchase Agreement. At resale of the Conversion Shares by the Holder, at any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Note (the “"Monthly Redemption”"). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 30 Trading Day period immediately following the Monthly Redemption Notice, the "Monthly Redemption Period"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a3(a)(i), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s's) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to the Holder in respect of this Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) and (ii) the Conversion Price (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (yi) from on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such Monthly Redemption is paid in full20 Trading Day period immediately prior thereto, the Equity Conditions have been satisfied, unless waived in writing by the Holder, satisfied and (zii) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days at any time prior to the commencement of date Shareholder Approval is obtained, the Monthly Conversion Period), Price equals or exceeds the Company shall have delivered greater of (A) $0.75 and (B) the NASD Market Price immediately prior to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient Date. "NASD Market Price" shall mean, 100% of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (Aa) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day closing bid price immediately prior to the date in question, (b) the average of the Monthly Redemption Notice closing bid prices on the 2 Trading Days immediately prior to the date in question, (c) the “Pre-Redemption Conversion Shares”)average of the closing bid prices on the 3 Trading Days immediately prior to the date in question, (d) the average of the closing bid prices on the 4 Trading Days immediately prior to the date in question, (e) the average of the closing bid prices on the 5 Trading Days immediately prior to the date in question. The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated directed by the Holder in the applicable Notice of Conversion, any principal amount portion of this Debenture converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount of Debenture subject to the Monthly Redemption Amount payable in and such Xxxxxx's cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against on such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, Date shall be first applied against such conversionreduced accordingly. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption Redemption, and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8090% of the average of the 5 10 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a) but subject to Sections 4(d) and 4(e), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 30 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock (the “Pre-Redemption Conversion Shares”) to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (AI) the then Conversion Price and (BII) 8090% of the average of the 5 VWAPs during for the period 20 consecutive Trading Days ending on the 3rd 24th Trading Day immediately prior to the date of the applicable Monthly Redemption Notice Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the “Pre-Redemption Conversion Shares”Common Stock during such 20 Trading Day period). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of and shall equal 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8075% of the average of the VWAPs 5 lowest Closing Bid Prices for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (x) the aggregate Monthly Redemption Amount (as to Monthly Redemption Amounts payable with Conversion Shares) under all Notes to which are to receive Monthly Redemption Amounts as to such Monthly Redemption is less than 20% of the total dollar trading volume of the Common Stock for the 20 Trading Days prior to the applicable Monthly Redemption Date, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8075% of the average of the 5 VWAPs lowest Closing Bid Prices during the 20 Trading Day period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. Holders, at their option, upon 5 days’ notice to the Company may postpone their right to receive an amortization payment on a Note to the Maturity Date of the Note.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; providedPROVIDED, howeverHOWEVER, as to any Monthly Redemption and upon 30 25 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part up to 100% of a the Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption in 36 Conversion Shares, the "SHARE REDEMPTION AMOUNT") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for during the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, such period, the “Monthly Conversion "MONTHLY REDEMPTION Period”") (the "MONTHLY CONVERSION PRICE"); providedPROVIDED, furtherFURTHER, that the Company may not pay the up to 100% of such Monthly Redemption Amount in Conversion Shares unless (yi) from on the applicable Monthly Redemption Date (through and including the date payment is actually made) and during the Holder receives the duly delivered applicable Monthly Redemption Notice through and until the date such Monthly Redemption is paid in fullPeriod, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied, (ii) the daily trading volume for the Common Stock exceeds $100,000 per Trading Day for the applicable Monthly Redemption Period and (ziii) as to such Monthly Redemption, prior to the such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Share Redemption Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre"PRE-Redemption Conversion Shares”REDEMPTION CONVERSION SHARES"). The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the cash Monthly Redemption Amount payable in cash and then to the Monthly Share Redemption Amount payable in Conversion Shares. Any and any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Dateorder; providedPROVIDED, howeverHOWEVER, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Securities Agreement. At any time Within 1 Trading Day of the Company delivers a notice to notifying the Holder of its election to pay issue the Monthly Redemption Amount Holder Conversion Shares in shares lieu of Common Stocka cash redemption payment hereunder, the Company shall file with the Commission a prospectus supplement to the Registration Statement pursuant to Rule 424 under the Securities Act disclosing the material terms of the Company's election make such electionpayments in shares.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture (or such lesser amount as is then outstanding). For purposes of this subsection 6(a) only, "Pro Rata -------- Portion" is the “Monthly Redemption”)ratio of (x) the principal amount of this ------- Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Closing. If any Holder shall no longer holds Debentures, then the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount from clause (y) above. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 at least 20 Trading Days’ ' prior written irrevocable notice ("Monthly Notice Redemption Period") -------------------------------- and subject to the “Monthly Redemption Notice”)applicable Equity Conditions, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion either (i) Underlying Shares based on a conversion price equal to the lesser of (iA) the then Conversion Price and (ii) 8090% of the average of the lowest 10 of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) and (B) the Set Price (the "Monthly Conversion Price") or (ii) DOC Shares ------------------------ based on an exchange price calculated during equal to the 5 Trading Day period lesser of (A) 90% of the average of the lowest 10 of the 20 DOC VWAPs immediately prior to the applicable Monthly Redemption DateDate (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the “Monthly Conversion Price” and Common Stock during such 5 20 Trading Day period) and (B) the Exchange Price (the "Monthly Exchange ---------------- Price"). For clarity, the “Monthly Conversion Period”); providedCompany's notice shall specify whether ----- such amounts shall be paid in Underlying Shares, furtherDOC Shares, that or a specific combination thereof. Notwithstanding anything herein to the contrary, unless waived by the Holder, the Company may not pay the Monthly Redemption Amount in Conversion DOC Shares unless the average daily trading volume of DOC Common Stock is at least 50,000 shares and the average of the DOC VWAPs is at least $1.50 (ysubject to reverse and forward stock splits and the like) from for each of the date 10 Trading Days preceding the Holder receives Monthly Notice and on each Trading Day during the duly delivered Monthly Notice Redemption Period through the Monthly Redemption Notice through and until Date the date such Monthly Redemption is paid in full, the DOC Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior . Issuances of Underlying Shares hereunder or transfers of DOC Shares hereunder shall be made otherwise pursuant to the commencement provisions of the Monthly Conversion Period)Section 4 and Section 5, the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)as applicable. The Holder Holders may convert, pursuant to Section 4(a4(a)(i), or exchange, pursuant to Section 5(a)(i), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion and Exchange Notices tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs 3 lowest Closing Bid Prices for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (x) the aggregate Monthly Redemption Amount under all Debentures as to such Monthly Redemption is less than 20% of the total dollar trading volume of the Common Stock (as to Monthly Redemption Amounts payable with Conversion Shares) for the 20 Trading Days prior to the applicable Monthly Redemption Date, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs 3 lowest Closing Bid Prices during the 20 Trading Day period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 one Trading Days’ Day’s prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 consecutive Trading Days ending Nasdaq Official Closing Price on the Trading Day that is immediately prior to the applicable Monthly Redemption Date but not lower than the minimum adjusted price permitted by Nasdaq listing rules (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during on the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day pricing period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the ““ Monthly RedemptionRedemption ”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amount; providedprovided , howeverhowever , as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the ““ Monthly Redemption NoticeNotice ”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the ““ Monthly Conversion PricePrice ” and such 5 Trading Day period, the ““ Monthly Conversion PeriodPeriod ”); providedprovided , furtherfurther , that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd 3 rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the ““ Pre-Redemption Conversion SharesShares ”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; providedprovided , howeverhowever , if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “"Monthly Redemption”"). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”"), in lieu of a cash redemption payment payment, the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day periodPeriod) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 10 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, not less than 2 Trading Days prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion PeriodRedemption Date), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any principal amount Principal Amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder Holder, are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount Principal Amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount Principal Amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount Principal Amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount Principal Amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On Beginning on the 7th month after the Closing Date, on each Monthly Redemption Date, Date the Company shall redeem the Holder’s Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Note. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment payment, the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 20 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived satisfied and the payment in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80would not exceed 25% of the average volume for any of the 5 VWAPs during the period ending on the 3rd previous 20 Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Days. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture the Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder’s cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last next principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionrepaid. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Payment of the Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid made in cash, and any such payment in cash at the rate of 110shall equal 100 % of the Monthly Redemption Amount; provided, however, as to that the Company may, at its election make payment of all or part of any Monthly Redemption and Amount in Conversion Shares upon 30 Trading Days45 calendar days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 45 calendar day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment . If the Company may elect properly elects to pay all or part of a Monthly Redemption Amount in Conversion Shares based Shares, the dollar amount to be paid on a conversion price Monthly Redemption Date in Conversion Shares (the “Monthly Redemption Share Amount”) shall be equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average VWAP of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the period)(the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to on or before the first day of such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Monthly Conversion Price and (B) 80% of assuming for such purposes that the average of the Monthly Conversion Period ended 5 VWAPs during the period ending on the 3rd Trading Day immediately Days prior to the date of the actual Monthly Redemption Notice Conversion Period for such Monthly Conversion (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “"Monthly Redemption”"). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 25 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 25 Trading Day period immediately following the Monthly Redemption Notice, the "Monthly Redemption Period"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 20 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A1) the then Conversion Price and (B2) 8090% of the average of the 5 VWAPs during for the period 20 consecutive Trading Days ending on the 3rd Trading Day immediately prior to the date 5th Trading Day prior to the commencement of the Monthly Redemption Notice Period (the “"Pre-Redemption Conversion Shares”"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount Amount, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is 10 Closing Prices immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedand Corporate Milestones, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8088% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company Holder a stock certificate representing a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”), which shall include a restrictive legend. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 10 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. Notwithstanding anything herein to the contrary, on 3 occasions at the election of the Holder by written notice to the Company prior to Monthly Redemption Date that is to be paid in shares, the Holder may defer the pending Monthly Redemption to a subsequent date as determined by the Holder. Upon the deferment of a Monthly Redemption, the Holder shall give at least 5 Trading Days’ prior notice that such Monthly Redemption is due, including the deemed Monthly Redemption Date as to such Monthly Redemption, and the Monthly Conversion Price as to such Monthly Redemption shall be calculated off such Monthly Redemption Date.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder’s Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Note. For purposes of this subsection 6(a) only, “Pro Rata Portion” is the ratio of (x) the “principal amount of this Note on the Original Issue Date to (y) the sum of the aggregate original principal amounts of the Notes issued to all Holders. If any Holder shall no longer hold Notes, then the Pro Rata Portion shall be recalculated to exclude such Holder’s principal amount from clause (y) above and the Monthly Redemption”)Redemption Amount shall be allocated pro-rata among the remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment payment, the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived satisfied and the payment in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80would not exceed 25% of the average VWAP for any of the 5 VWAPs during the period ending on the 3rd previous 10 Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Days. The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this Debenture the Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder’s cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last next principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionrepaid. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of and shall equal 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 at least 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8075% of the average of the VWAPs 5 lowest Closing Bid Prices for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (x) the aggregate Monthly Redemption Amount (as to Monthly Redemption Amounts payable with Conversion Shares) under all Notes to which are to receive Monthly Redemption Amounts as to such Monthly Redemption is less than 20% of the total dollar trading volume of the Common Stock for the 20 Trading Days prior to the applicable Monthly Redemption Date, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8075% of the average of the 5 VWAPs lowest Closing Bid Prices during the 20 Trading Day period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election. Holders, at their option, upon 5 days’ notice to the Company may postpone their right to receive an amortization payment on a Note to the Maturity Date of the Note.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem in cash the Monthly Redemption Amount plus a 10% premium (which premium shall not be applied to the reduction of the principal amount of this Debenture) on such Monthly Redemption Amount, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable amount due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 22 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 22 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of such amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Amount Date in Conversion Shares Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8095% of the average of the 5 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (yx) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied, (y) unless waived in writing to the Holder by the Company prior to the applicable Monthly Redemption Period, the Monthly Conversion Price is equal to or greater than $0.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Amendment and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Holder's Pro-Rata Portion of the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of any Debentures held by such Holder. "Pro Rata Portion" is the lower of (i) the “product of the Monthly Redemption”)Redemption Amount multiplied by ratio of (A) the principal amount of this Debenture held by the original Holder on the Original Issue Date and (B) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Original Issue Date, or (ii) the aggregate principal amounts of the Debentures outstanding and held by such Holder at the Redemption Date. If the Holder assigns any portion of this Debenture to multiple assignees, in connection with such assignments, the Holder shall instruct the Company as to how to apportion the original principal amount in (x) above among such assignees for purposes of calculating the Pro-Rata Portions of the assignees. If a Holder and its transferees no longer hold any Debentures, then the Pro Rata Portion shall be recalculated to exclude the original principal amount of any Debentures once held by such Holder and its transferees, if any, from clause (y) above. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part a portion of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Set Price and (ii) 8085% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is 20 Closing Prices immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, (yi) from during the date 20 Trading Day prior notice period immediately prior to the Holder receives the duly delivered applicable Monthly Redemption Notice through and Date until the date such Monthly Redemption is paid in full, has occurred each of the Equity Conditions shall have been satisfied, unless waived in writing by the Holder, met and (zii) as on or prior to such Monthly Redemption, the 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to Redemption Date, the commencement Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of the Monthly Conversion Period), cash and in such notice the Company shall have delivered to indicated the Holder’s account with The Depository Trust Company a number of shares of Common Stock amount to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice paid in Underlying Shares (the “Pre-Redemption Conversion Shares”Company may indicate in such notice that the election contained in such notice shall continue for later periods until revised or until the Equity Conditions are no longer satisfied). The Holder may convert, pursuant to Section 4(a)4, any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination If the Holder elects to pay convert any principal amount of this Debenture subject to a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably prior to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Date, such Xxxxxx's Monthly Redemption Amount in shares of Common Stockpaid on such Monthly Redemption Date shall be reduced by the principal amount so converted. For clarity, such conversion shall not reduce the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionMandatory Redemption Amount payable on any future Mandatory Redemption Date.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption Amount paid in cash, the Company shall pay a cash value equal to 110% of such Monthly Redemption Amount. Additionally, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice, which notice shall be delivered no later than 2 calendar days immediately prior to the applicable Monthly Conversion Period (such notice, the “Monthly Redemption Notice”, the date of the Monthly Redemption Notice, the “Monthly Redemption Notice Date” and such period, the “Monthly Redemption Notice Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is Closing Prices immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the period)(the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice Date through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Notice Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Notice Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Notice Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Notice Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8060% of the average of lowest VWAP during the VWAPs for the 5 fifteen (15) consecutive Trading Days ending on immediately prior to the applicable Monthly Redemption Date (provided if the applicable Conversion Shares are registered for resale pursuant to a Registration Statement, clause (b) shall be 70% of the lowest VWAP during the fifteen (15) consecutive Trading Day that is Days immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 15 Trading Day period) (the price calculated during the 5 15 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 15 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8060% (70% if the Conversion Shares are registered pursuant to a resale Registration Statement) of the average of the 5 VWAPs lowest VWAP during the fifteen (15) Trading Day period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable on the last Monthly Redemption Payment Date hereunder; provided, however, in cash and then the event that the Company has elected to pay a Monthly Redemption Amount in shares, any conversions made during the Monthly Conversion Period that are applied to the Monthly Redemption Conversion Amount payable in shall have a conversion price equal to the Monthly Conversion SharesPrice. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount or if the Company has not elected to pay in shares shall be converted at the then Conversion Price and applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity DateDate (unless otherwise indicated by the Holder); provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment payment, the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day periodPeriod) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, not less than 2 Trading Days prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion PeriodRedemption Date), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount Principal Amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder Holder, are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount Principal Amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount Principal Amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount Principal Amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount Principal Amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On Beginning on September 1, 2006, on each Monthly Redemption Date, Date the Company shall redeem the Holder’s Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Note. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110equal to 102% of the Monthly Redemption Amountsuch amount; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment payment, the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 10 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived satisfied and the payment in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80would not exceed 25% of the average volume for any of the 5 VWAPs during the period ending on the 3rd previous 20 Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Days. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture the Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder’s cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last next principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionrepaid. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and or (ii) 8088% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) except as otherwise provided in Section 8(vi) of the 2008 Settlement Agreement, from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The the Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and or (Bb) 8088% of the average of the 5 VWAPs during for the period 20 consecutive Trading Days ending on the 3rd sixth Trading Day immediately prior to the date commencement of the applicable Monthly Redemption Notice Period (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period) (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases principal amount of Debentures pursuant to held on the Purchase date of the 2008 Settlement Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Datei.Commencing with the calendar month of March, 2024, the Holder shall have the right, at its option, to require the Company shall to redeem up to the Monthly Redemption Amount Allowance (plus accrued and unpaid interest) per calendar month (the “Monthly Redemption”Holder Redemption Right) in accordance with this Section 5(a). The Monthly Holder may exercise its Holder Redemption Amount payable on Right for a calendar month, at any time and from time to time, during such calendar month, by sending one or more written notices, the form of which is attached hereto as Annex A (each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the a “Monthly Holder Redemption Notice”), in lieu of a cash redemption payment to the Company may elect by not later than 11:59:59 P.M. (local time in New York, New York) on the last Trading Day of such calendar month, which Holder Redemption Notices shall specify the principal amount to be redeemed and the amount of accrued and unpaid interest thereon (together, the “Holder Redemption Amount”). The Company shall promptly, but in any event no more than two (2) Trading Days after the date that the Holder delivers a Holder Redemption Notice to the Company (the “Holder Redemption Payment Date”) (1) if this Debenture is Stock Off, on the date that the Holder delivers the Holder Redemption Notice to the Company, pay all or part to the Holder in cash by wire transfer of a Monthly Redemption Amount in Conversion Shares based on a conversion price immediately available funds an amount equal to the lesser of Holder Redemption Amount specified in the Holder Redemption Notice or (i2) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending if this Debenture is Stock On, on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, date that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date delivers the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Company, the Company shall have delivered deliver to the Holder’s account with The Depository Trust Company a number of Holder shares of Common Stock to as provided in this Section 5(a). For the avoidance of doubt, payment in cash or shares of Common Stock shall be applied against such Monthly Redemption Amount equal determined according to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% status of the average Debenture as Stock On or Stock Off on the date that the Holder delivers the Holder Redemption Notice to the Company and not the Holder Redemption Payment Date. For the further avoidance of doubt, the Holder and the Company agree that the Holder may deliver more than one (1) Holder Redemption Notice during a calendar month provided that the sum of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date Holder Redemption Amounts set forth in all of the Holder Redemption Notices delivered during such calendar month does not exceed the Monthly Redemption Notice Allowance (the “Pre-Redemption Conversion Shares”plus accrued and unpaid interest). The Holder may convertFor the further avoidance of doubt, pursuant to Section 4(a), any no reduction in the outstanding principal amount of this Debenture subject to (as a result of redemption or otherwise) shall reduce or otherwise have any effect on the amount of the Monthly Redemption at Allowance, which shall remain unchanged regardless of any time prior to such reduction in the date outstanding principal amount of this Debenture, except that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to Allowance shall not exceed the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any outstanding principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash plus accrued and then to the Monthly Redemption Amount payable in Conversion Sharesunpaid interest thereon. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.​

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the five lowest VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8090% of the average of the 5 five lowest VWAPs during the 10 Trading Day period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. For purposes of this Section 5(b) only, "PRO RATA PORTION" is the ration of (x) the principal amount of this Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the Closing Date. If any Holder shall no longer holds Debentures or if a Holder's outstanding principal amount is less than their Pro Rata Portion of the Monthly Redemption Amount, then such Holder's Monthly Redemption Amount shall be such lesser amount and the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount (or portion thereof no longer outstanding) from clause (y) above and the Monthly Redemption Amount (shall be allocated pro-rata among the “Monthly Redemption”)remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part part, as set forth in the notice, of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividendSet Price; PROVIDED, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, furtherHOWEVER, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, on the applicable Monthly Redemption Date and during the 20 Trading Day period immediately prior thereto, (yi) from the date there is an effective Registration Statement pursuant to which the Holder receives is permitted to utilize the duly delivered Monthly Redemption Notice through prospectus thereunder to resell all of the Underlying Shares issued to the Holder and until all of the date Underlying Shares as are issuable to the Holder upon conversion in full of the Debenture subject to such Monthly Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (ii) the Common Stock is paid listed for trading on a Principal Market (and the Company believes, in fullgood faith, that trading of the Equity Conditions have been satisfiedCommon Stock on the Principal Market will continue uninterrupted for the foreseeable future), unless waived in writing by (iii) on or prior to the Holder, and (z) as to such Monthly Redemption, 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Redemption Date, the Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of cash; (iv) all liquidated damages and other amounts owing in respect of the Debenture shall have delivered to been paid or will, concurrently with the Holder’s account with The Depository Trust Company issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock to for such issuance; (vi) such issuance would be applied against such Monthly Redemption Amount equal to permitted in full without violating the quotient limitations set forth in Section 4(a)(ii)(A) or (B); (vii) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (xviii) the applicable Monthly Redemption Amount divided by (y) the lesser no public announcement of (A) the Conversion Price a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (Bix) 80% of the average of the THE AVERAGE OF THE 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice CLOSING BID PRICES IMMEDIATELY PRIOR TO THE 20TH TRADING DAY PRIOR TO SUCH MONTHLY REDEMPTION DATE AND THE AVERAGE OF THE 5 CLOSING BID PRICES IMMEDIATELY PRIOR TO SUCH MONTHLY REDEMPTION DATE EXCEEDS $0.25 (the “Pre-Redemption Conversion Shares”SUBJECT TO ADJUSTMENT FOR REVERSE AND FORWARD STOCK SPLITS, STOCK DIVIDENDS, STOCK COMBINATIONS AND OTHER SIMILAR TRANSACTIONS OF THE COMMON STOCK THAT OCCUR AFTER THE DATE OF THE PURCHASE AGREEMENT). The Holder Holders may convert, pursuant to Section 4(a4(a)(i), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Datei. Commencing on March 1, 2018, the Holder shall have the right, at its option, to require the Company shall to redeem up to the Monthly Redemption Amount Allowance per calendar month (the “Monthly Redemption”Holder Redemption Right) in accordance with this Section 4(a). The Monthly Holder may exercise its Holder Redemption Amount payable on Right for a calendar month, at any time and from time to time, during such calendar month, by sending one or more written notices, the form of which is attached hereto as Annex A (each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the a “Monthly Holder Redemption Notice”), in lieu of a cash redemption payment to the Company may elect by not later than 11:59:59 P.M. (local time in New York, New York) on the last Trading Day of such calendar month, which Holder Redemption Notices shall specify the principal amount to be redeemed and the amount of accrued and unpaid interest thereon (together, the “Holder Redemption Amount”). The Company shall promptly, but in any event no more than one (1) Trading Day after the date that the Holder delivers a Holder Redemption Notice to the Company (the “Holder Redemption Payment Date”) (1) if this Debenture is Stock Off on the date that the Holder delivers the Holder Redemption Notice to the Company, pay all or part to the Holder in cash by wire transfer of a Monthly Redemption Amount in Conversion Shares based on a conversion price immediately available funds an amount equal to the lesser of Holder Redemption Amount specified in the Holder Redemption Notice or (i2) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending if this Debenture is Stock On on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, date that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date delivers the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Company, the Company shall have delivered deliver to the Holder’s account with The Depository Trust Company a number of Holder shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to as provided in this Section 4(a). For the avoidance of doubt, any payment in cash or shares of Common Stock shall be determined according to the status of the Debenture as Stock On or Stock Off on the date that the Holder delivers the Holder Redemption Notice to the Company and not the Holder Redemption Payment Date. For the further avoidance of doubt, the Holder and the Company agree that the Holder may deliver more than one (1) Holder Redemption Notice during a calendar month provided that the sum of the Holder Redemption Amounts set forth in all of the Holder Redemption Notices delivered during such calendar month does not exceed the Monthly Allowance. For the further avoidance of doubt, no reduction in the outstanding principal amount of this Debenture subject to (as a Monthly Redemption at result of conversion, redemption or otherwise) shall reduce or otherwise have any time prior to effect on the date that amount of the Monthly Redemption AmountAllowance, plus accrued but unpaid interest, liquidated damages and which shall remain unchanged regardless of any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder such reduction in the applicable Notice of Conversion, any outstanding principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionDebenture.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) on each day from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, satisfied (unless waived in writing by the Holder, ) and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). Notwithstanding anything herein to the contrary, if the Equity Conditions have been satisfied on each day from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, except for clause (x) under the definition of Equity Condition, then the Company may elect to pay a fraction of the Monthly Redemption Amount in Conversion Shares that is equal to the Monthly Redemption Amount multiplied by a fraction of which the numerator shall equal the total daily dollar volume for the Common Stock on the principal Trading Market, as reported by Bloomberg L.P. for the 20 Trading Days preceding the Monthly Redemption Date, and the denominator shall equal $2,000,000 ($100,000 multiplied by 20 Trading Days). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and or (ii) 8088% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) except as otherwise provided in Section 8(vi) of the 2008 Settlement Agreement, from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and or (Bb) 8088% of the average of the 5 VWAPs during for the period 20 consecutive Trading Days ending on the 3rd sixth Trading Day immediately prior to the date commencement of the applicable Monthly Redemption Notice Period (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period) (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases principal amount of Debentures pursuant to held on the Purchase date of the 2008 Settlement Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount Amount, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 30 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8075% of the average of the 10 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The the Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages, if any, and any other amounts then owing to such Holder in respect of the Debenture. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 at least 10 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”Company may indicate in such notice that the election contained in such notice shall continue for later periods until revised), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (ia) the then Conversion Price and (iib) 8085% of the average of the VWAPs for 3 lowest Closing Prices during the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the "Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 10 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder Holders may convert, pursuant to Section 4(a), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period any 10 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Company's cash and then payment to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess Holder of the Monthly Redemption Amount on such Monthly Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunderrepaid pursuant to this Section 6(a), in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionorder. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the ------------------- Company shall redeem the Monthly Redemption Amount (the “"Monthly ------- Redemption”"). The Monthly Redemption Amount payable on each Monthly ---------- Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly -------- ------- Redemption and upon 30 15 Trading Days’ ' prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 15 Trading Day period immediately --------------------------- following the Monthly Redemption Notice, the "Monthly Redemption Period"), ------------------------- in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly ------- Redemption Share Amount") based on a conversion price equal to the lesser ------------------------- of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 10 ------------------------ Trading Day period, the “"Monthly Conversion Period”"); provided, further, ------------------------- -------- ------- that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, satisfied (unless waived in writing by the Holder, ) and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s 's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “"Pre-Redemption Conversion Shares”"). The Holder may -------------------------------- convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are Amount is due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such -------- ------- Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount plus accrued but unpaid interest, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Debenture. For purposes of this subsection 5(b) only, "PRO RATA PORTION" is the ration of (x) the “principal amount of this Debenture on the Original Issue Date and (y) the sum of the aggregate original principal amounts of the Debentures issued to all Holders on the First Closing, increasing on the Second Closing Date to include the aggregate original principal amounts of the Debentures issued at the Second Closing, if such Closing occurs. If any Holder shall no longer holds Debentures, then the Pro Rata Portion shall be recalculated to exclude such Holder's principal amount from clause (y) above. Monthly Redemption”)Redemption Amount shall be allocated pro-rata among the remaining Holders. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall shall, except as provided in this Section, be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as cash. As to any Monthly Redemption and upon 30 20 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Underlying Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the 20 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) and (ii) the Set Price (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"MONTHLY CONVERSION PRICE"); providedPROVIDED, furtherHOWEVER, that the Company may not pay the Monthly Redemption Amount in Conversion Underlying Shares unless unless, on the Monthly Redemption Date and during the 20 Trading Day period immediately prior thereto, (yi) from the date there is an effective Registration Statement pursuant to which the Holder receives is permitted to utilize the duly delivered Monthly Redemption Notice through prospectus thereunder to resell all of the Underlying Shares issued to the Holder and until all of the date Underlying Shares as are issuable to the Holder upon conversion in full of the Debenture subject to such Monthly Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (ii) the Common Stock is paid listed for trading on a Principal Market (and the Company believes, in fullgood faith, that trading of the Equity Conditions have been satisfiedCommon Stock on the Principal Market will continue uninterrupted for the foreseeable future), unless waived in writing by (iii) on or prior to the Holder, and (z) as to such Monthly Redemption, 20th Trading Day prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Redemption Date, the Company irrevocably notifies the Holder that it will issue Underlying Shares in lieu of cash; (iv) all liquidated damages and other amounts owing in respect of the Debenture shall have delivered to been paid or will, concurrently with the Holder’s account with The Depository Trust Company issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock to for such issuance; (vi) such issuance would be applied against such Monthly Redemption Amount equal to permitted in full without violating the quotient limitations set forth in Section 4(a)(ii)(A) or (B); (vii) no Event of (x) Default nor any event that with the applicable Monthly Redemption Amount divided by (y) the lesser passage of (A) the Conversion Price time would constitute an Event of Default has occurred and is continuing; and (Bviii) 80% no public announcement of the average a pending or proposed Change of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Control Transaction or Fundamental Transaction has occurred that has not been consummated. The Holder Holders may convert, pursuant to Section 4(a4(a)(i), any principal amount of this the Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On Beginning on September 1, 2006, on each Monthly Redemption Date, Date the Company shall redeem the Holder's Monthly Redemption Amount (plus accrued but unpaid interest, the “Monthly Redemption”)sum of all liquidated damages and any other amounts then owing to such Holder in respect of the Note. The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110equal to 105% of the Monthly Redemption Amountsuch amount; provided, however, as to any Monthly Redemption and upon 30 10 Trading Days’ ' prior written irrevocable notice (the “Monthly Redemption Notice”)notice, in lieu of a cash redemption payment payment, the Company may elect to pay all or part 100% of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 10 consecutive VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”"); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from unless, on the date the Holder receives the duly delivered Monthly Redemption Notice through Date and until during the date such 20 Trading Day period immediately prior to the Monthly Redemption is paid in fullDate, the Equity Conditions have been satisfied, unless waived satisfied and the payment in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80would not exceed 25% of the average volume for any of the 5 VWAPs during the period ending on the 3rd previous 20 Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”)Days. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture the Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Period any 20 day period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in and such Holder's cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess payment of the Monthly Redemption Amount on such Xxxxxxy Redemption Date shall be reduced accordingly, and any remaining principal amount so converted shall be applied against the last next principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversionrepaid. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s 's determination to pay a Monthly Redemption in cash, cash or shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Holders based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the lowest VWAPs for the 5 consecutive any 10 Trading Days in the calendar month ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day monthly period) (the price calculated during the 5 Trading Day monthly period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day monthly period, the “Monthly Conversion Period”); provided, provided further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (yx) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (zy) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares and/or BVTI Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares and/or BVTI Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price with respect to the Common Stock or the then Exchange Price with respect to the BVTI Common Stock and (ii) 8090% of the average of the VWAPs or BVTI VWAPs, as applicable, for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock or BVTI Common Stock during such 5 20 Trading Day period) (the price price(s) calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” with respect to the Common Stock and the “Monthly Exchange Price” with respect to the BVTI Common Stock and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares or BVTI Shares unless (x) aggregate Monthly Redemption Amount under all Debentures as to such Monthly Redemption is less than 15% of the total dollar trading volume of the Common Stock (as to Monthly Redemption Amounts payable with Conversion Shares) and/or 15% of the total dollar trading volume of the BVTI Common Stock (as to Monthly Redemption Amounts payable with BVTI Shares), for the 20 Trading Days prior to the applicable Monthly Redemption Date, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions (as to Monthly Redemption Amounts payable in shares of Common Stock) and BVTI Equity Conditions (as to Monthly Redemption Amounts payable in shares of BVTI Common Stock) have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall (unless waived by such Holder in writing) have delivered (or shall cause BVTI, as applicable, to have delivered) to the Holder’s account with The Depository Trust Company a number of shares of Common Stock or BVTI Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the amount of Common Stock or BVTI Common Stock included in the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice or Exchange Price, as applicable, (the “Pre-Redemption Conversion Shares”). Each Monthly Redemption Notice shall specifically set forth the manner in which the Company intends to pay the applicable Monthly Redemption Amount (i.e., the amount to be paid in cash, Common Stock and/or BVTI Common Stock). The Holder may convertconvert or exchange, pursuant to Section 4(a) or 4(e), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of ConversionConversion or Notice of Exchange, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Share Amount payable in Conversion Shares(if a Monthly Redemption Share Amount is comprised of shares of Common Stock and BVTI Common Stock, such application of the Monthly Redemption Amount shall be allocated on a pro-rata basis). Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion or exchange is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversionsconversions or exchanges, shall be first applied against such conversionconversion or exchange. The Company covenants and agrees that it will (and will cause BVTI) honor all Notices of Conversion and Notices of Exchange tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock Stock, shares of BVTI Common Stock, or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock or BVTI Common Stock, the Company shall file (or shall cause BVTI to file, as applicable) a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 15 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Market Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a) (at the Conversion Price, subject to adjustment as provided herein), any principal amount of this Debenture subject to a Monthly Redemption Note at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by At the Holder in the applicable Notice of ConversionHolder’s election, any conversions of the principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied Note pursuant to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall Section 4(a) may be applied against either the next upcoming Monthly Redemption Amount(s) due or the last principal amount amounts of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is . In the event that the Holder elects to have conversions of the principal amount of this Note pursuant to Section 4(a) applied against the next upcoming Monthly Redemption Amount(s) due, then on such Monthly Redemption Amount, Date the Pre-Monthly Redemption Conversion Shares, if Amount shall consist of any were issued in connection with remaining portion of the principal amount due on such Monthly Redemption or were not already applied to Date plus all accrued and unpaid interest on the entire outstanding principal amount of this Note as of such conversions, shall be first applied against such conversiondate. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases original principal amount of Debentures pursuant to Notes. If a Registration Statement is effective covering the Purchase Agreement. At resale of the Conversion Shares by the Holder, at any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption Amount paid in cash, the Company shall pay a cash value equal to 110% of such Monthly Redemption Amount. Additionally, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice, which notice shall be delivered no later than 2 calendar days immediately prior to the applicable Monthly Conversion Period (such notice, the “Monthly Redemption Notice”, the date of the Monthly Redemption Notice, the “Monthly Redemption Notice Date” and such period, the “Monthly Redemption Notice Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is Closing Prices immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the period)(the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day day period, the “Monthly Conversion Period”); provided, furtherhowever, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (yi) from the date the Holder receives the duly delivered Monthly Redemption Notice Date through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, and have been satisfied, (zii) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Notice Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Notice Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A) the then Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”), and (iii) the Monthly Conversion Price is greater than $0.60 per share, unless waived in writing by the Company. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Notice Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Notice Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount plus accrued but unpaid interest, liquidated damages and any other amounts then owing to such Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and Redemption, upon 30 23 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 23 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the five lowest VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (yx) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, (y) after issuance of such shares, all of the shares of Common Stock issuable upon conversion of the Debentures and exercise of the Warrants are permitted hereunder in full pursuant to Section 4(c)(i) of this Debenture and Section 2(d)(ii) of the Warrant, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 3 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock (the “Pre-Redemption Conversion Shares”) to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (AI) the then Conversion Price and (BII) 8090% of the average of the 5 five lowest VWAPs during for the period 20 consecutive Trading Days ending on the 3rd 27th Trading Day immediately prior to the date of the applicable Monthly Redemption Notice Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the “Pre-Redemption Conversion Shares”Common Stock during such 20 Trading Day period). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. i. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount Amount, the sum of all liquidated damages and any other amounts then owing to the Holder in respect of this Debenture (the “Monthly Redemption”). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 20 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice” and the 20 Trading Day period immediately following the Monthly Redemption Notice, the “Monthly Redemption Period”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the “Monthly Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is 10 Closing Prices immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless unless, (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedConditions, unless waived in writing by the Holder, have been satisfied and (z) as to such Monthly Redemption, prior to such Monthly Conversion Redemption Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Redemption Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Share Amount equal to the quotient of (x) the applicable Monthly Redemption Share Amount divided by (y) the lesser of (A1) the then Conversion Price and (B2) 80% of the average of Monthly Conversion Price assuming for such purposes that the Monthly Conversion Period ends 5 VWAPs during the period ending on the 3rd Trading Day immediately Days prior to the date of the actual Monthly Redemption Notice Period (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount Amount, the sum of all liquidated damages and any other amounts then owing to such Holder in respect of this Note (the “"Monthly Redemption”"). The Monthly Redemption Amount payable due on each Monthly Redemption Date shall be paid in cash at the rate of in an amount equal to 110% of the such Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 25 Trading Days’ prior written irrevocable notice (the “"Monthly Redemption Notice”" and the 25 Trading Day period immediately following the Monthly Redemption Notice, the "Monthly Redemption Period"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares (such dollar amount to be paid on a Monthly Redemption Date in Conversion Shares, the "Monthly Redemption Share Amount") based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the 15 VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 15 Trading Day period) (the price calculated during the 5 15 Trading Day period immediately prior to the Monthly Redemption Date, the “"Monthly Conversion Price” " and such 5 Trading Day period, the “"Monthly Conversion Period”"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (yx) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, satisfied and (zy) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement average daily dollar volume of the Common Stock of the Company exceeds $70,000 during the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture Note subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages Amount and any other all amounts then owing to the Holder thereon are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture Note converted during the applicable Monthly Conversion Redemption Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion SharesShare Amount. Any principal amount of this Debenture Note converted during the applicable Monthly Conversion Redemption Period in excess of the Monthly Redemption Amount shall be applied against the last next principal amount of this Debenture Note scheduled to be redeemed hereunder, in reverse time order from the Maturity Datedate of conversion; provided, however, if any such conversion is applied against to such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures Notes based on their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 at least 10 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 10 Trading Day period) (the price calculated during the 5 10 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8085% of the average of the 5 VWAPs during the 10 Trading Day period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Datei. Commencing with the calendar month of March, 2024, the Holder shall have the right, at its option, to require the Company shall to redeem up to the Monthly Redemption Amount Allowance (plus accrued and unpaid interest) per calendar month (the “Monthly Redemption”Holder Redemption Right) in accordance with this Section 5(a). The Monthly Holder may exercise its Holder Redemption Amount payable on Right for a calendar month, at any time and from time to time, during such calendar month, by sending one or more written notices, the form of which is attached hereto as Annex A (each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amount; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the a “Monthly Holder Redemption Notice”), in lieu of a cash redemption payment to the Company may elect by not later than 11:59:59 P.M. (local time in New York, New York) on the last Trading Day of such calendar month, which Holder Redemption Notices shall specify the principal amount to be redeemed and the amount of accrued and unpaid interest thereon (together, the “Holder Redemption Amount”). The Company shall promptly, but in any event no more than two (2) Trading Days after the date that the Holder delivers a Holder Redemption Notice to the Company (the “Holder Redemption Payment Date”) (1) if this Debenture is Stock Off, on the date that the Holder delivers the Holder Redemption Notice to the Company, pay all or part to the Holder in cash by wire transfer of a Monthly Redemption Amount in Conversion Shares based on a conversion price immediately available funds an amount equal to the lesser of Holder Redemption Amount specified in the Holder Redemption Notice or (i2) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending if this Debenture is Stock On, on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, date that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date delivers the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Company, the Company shall have delivered deliver to the Holder’s account with The Depository Trust Company a number of Holder shares of Common Stock to as provided in this Section 5(a). For the avoidance of doubt, payment in cash or shares of Common Stock shall be applied against such Monthly Redemption Amount equal determined according to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% status of the average Debenture as Stock On or Stock Off on the date that the Holder delivers the Holder Redemption Notice to the Company and not the Holder Redemption Payment Date. For the further avoidance of doubt, the Holder and the Company agree that the Holder may deliver more than one (1) Holder Redemption Notice during a calendar month provided that the sum of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date Holder Redemption Amounts set forth in all of the Holder Redemption Notices delivered during such calendar month does not exceed the Monthly Redemption Notice Allowance (the “Pre-Redemption Conversion Shares”plus accrued and unpaid interest). The Holder may convertFor the further avoidance of doubt, pursuant to Section 4(a), any no reduction in the outstanding principal amount of this Debenture subject to (as a result of redemption or otherwise) shall reduce or otherwise have any effect on the amount of the Monthly Redemption at Allowance, which shall remain unchanged regardless of any time prior to such reduction in the date outstanding principal amount of this Debenture, except that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to Allowance shall not exceed the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any outstanding principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash plus accrued and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such electionunpaid interest thereon.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser lowest of (i) the then Conversion Price and Price, (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending daily VWAP on the Trading Day that is immediately prior to the applicable Monthly Redemption Date, and (iii) 80% of the lowest daily VWAP in the ten (10) Trading Days immediately prior to the Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the lowest price calculated during the 5 Trading Day period immediately prior pursuant to the foregoing (i), (ii), and (iii) on each Monthly Redemption Date, the “Monthly Conversion Price” and such 5 10 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, at least twenty (20) calendar days prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period)Redemption Date, the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the month’s Monthly Redemption Notice Conversion Price (the “Pre-Pre- Redemption Conversion Shares”). On the date of the Initial Release, the Company shall deliver a number of Pre-Redemption Conversion Shares to each Holder equal to each Holder’s pro-rata portion of the Monthly Redemption Amount divided by the VWAP of the Common Stock on the Trading Day immediately preceding the Original Issue Date. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.. In addition to the foregoing, if the Company fails to satisfy the Equity Conditions during any Monthly Conversion Period, the Monthly Redemption shall be paid in cash at the rate of 110.0% of the applicable Monthly Redemption Amount. In the event the Company has elected to pay a Monthly Redemption in shares, and the applicable Trading Market requires, mandates, and/or imposes a Floor Price, and such Floor Price is greater the Monthly Conversion Price absent such Floor Price, then in addition to the payment of a Monthly Redemption in Conversion Shares (which issuance shall be at the Floor Price), the Company shall pay to the Holder cash as a true-up (the “Cash True-Up Amount”). The Cash True-Up Amount shall be determined by the difference between (i) the Monthly Redemption Amount, and (ii) the product of (a) the Monthly Conversion Price and (b) the number of Conversion Shares (the “Conversion Cash Amount”). The Company and Xxxxxx agrees to adjust the foregoing formula, in good-faith, in the event that the formula does not represent the intent of the Cash True-Up Amount. The intent of the Cash True-Up Amount is to compensate the Holder for its loss in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock at the Monthly Conversion Price. In the event that the Conversion Cash Amount is not paid within 2 Trading Days of the applicable Conversion Date, the Conversion Cash Amount shall accrue interest equal to the lesser of 18% per annum or the maximum rate permitted under applicable law thereafter until paid in full

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption after the first two Monthly Redemptions (which must be paid in cash) and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8085% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (yx) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (zy) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8085% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash at the rate of 110% of the Monthly Redemption Amountcash; provided, however, as to any Monthly Redemption and upon 30 Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8090% of the average of the VWAPs for the 5 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 20 Trading Day period) (the price calculated during the 5 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 5 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 8090% of the average of the 5 20 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.