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 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 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 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 (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 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 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 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 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 i. So long as any Collateral (as defined in the Custodial Agreement) remains in the possession of the Custodian (as defined in the Custodial Agreement), at any time during the Redemption Period, on each Monthly Redemption Date, the Company shall may give each Holder notice of its intention to redeem each Holder's Pro Rata Portion of the Monthly Redemption Amount stated in such Redemption Notice 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; PROVIDED, HOWEVER, the aggregate of the Monthly Redemption Amounts shall not exceed $10,000,000 for the Redemption Period and any given Monthly Redemption Amount shall not exceed the remaining amount of Collateral; PROVIDED, FURTHER, the Monthly Redemption Amount shall be divided by 18 to produce the Daily Redemption Amount and it is this Daily Redemption Amount that the Company will pay to the Holder. For purposes of this subsection only, "PRO RATA PORTION" is the ratio of (x) the “Monthly Redemption”)Secured Proceeds then attributable to such Purchaser pursuant to, and held in, the Custodial Agreement and (y) the sum of all Secured Proceeds then held by the Custodian. ii. The Monthly Redemption Amount payable on each Monthly Redemption Date shall only be paid in cash at the rate shares 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 Common Stock. The Conversion Shares based on issued pursuant to a Redemption Notice shall have a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8093% of the average of the VWAPs VWAP for the 5 consecutive Trading Days ending on the each Trading Day that is immediately prior to during the applicable Monthly Redemption Date Period (the "DAILY CONVERSION PRICE"). The number of Conversion Shares issued in connection with a Redemption Notice, subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Monthly Redemption Period, shall be the sum of the quotients of (a) the Daily Redemption Amount for each Trading Day period) (the price calculated during the 5 Monthly Redemption Period divided by (b) the Daily Conversion Price for such Trading Day, with the first such Trading Day period occurring on the first Trading Day after the receipt of the Redemption Notice. iii. Notwithstanding anything herein to the contrary, each Daily Redemption Amount shall not be greater than the Daily Redemption Maximum, and if such Daily Redemption Amount is greater than the Daily Redemption Maximum, then such Daily Redemption Amount shall equal the Daily Redemption Maximum (aggregated among all Holders). iv. Each Monthly Redemption shall be settled as between the Company and the Holder on every third Trading Day of a Monthly Redemption Period beginning on the fourth Trading Day of such Monthly Redemption Period (each such date a "SETTLEMENT DATE" and the 3 Trading Days immediately prior to the Monthly Redemption Settlement Date, "SETTLEMENT PERIOD"). On each Settlement Date, the “Monthly Conversion Price” Company and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that Holder shall execute a settlement statement (the Company may not pay "SETTLEMENT Statement") setting forth the Monthly Redemption Amount in number of Conversion Shares unless (y) from issuable in connection with the date Trading Days during the Holder receives Settlement Period and each of the duly delivered Monthly Redemption Notice through and until Daily Conversion Prices as to such Settlement Period. Notwithstanding anything to the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfiedcontrary hereunder, unless waived in writing by the Holder, partial settlement of a Monthly Redemption shall not occur on the applicable Settlement Date if during the Settlement Period and on the Settlement Date the Equity Conditions (zother than clause (viii) as to such Monthly Redemption, prior to such Monthly Conversion Period therein) have not been met. Promptly upon execution of the Settlement Statement (but not in no event more than 5 1 Trading Days prior to day after the commencement execution of the Monthly Conversion Periodsuch Settlement Statement), the Company Conversion Shares purchased pursuant to such Settlement Statement (that is, the sum of the quotients calculated pursuant to clause (ii) above for the Trading Days during such Settlement Period) shall have be delivered to the Holder’s account with The Depository Trust Company a number ("DTC") account of the Holder, or its designees, as designated by the Holder in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Conversion Shares to the DTC account of the Holder, or its designees, the Holder shall, on the same day direct to the Custodian to wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the portion of the aggregate Monthly Redemption Amount of such Conversion Shares settled on such Settlement Date. The provisions of Section 4(d) shall apply to any shares of Common Stock to be applied against such issued on any Settlement Date in connection with a Monthly Redemption Amount equal to the quotient Redemption. v. Any principal amount 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, Debenture voluntarily converted pursuant to Section 4(a), ) during 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 Settlement Period until the date the Monthly Redemption Amount is paid in full Settlement Date shall be first applied to the principal amount subject to the Monthly Daily Redemption Amount payable Amounts calculated during such Settlement Period. The Holder shall indicate in cash and then its Notice of Conversion, in its sole discretion, the specific Daily Redemption Amounts during such Settlement Period to be reduced by virtue of such conversions. Unless otherwise indicated in the Monthly Redemption Amount payable in Notice of Conversion Shares. Any by the Holder, any principal amount of this Debenture voluntarily converted during the applicable Monthly Conversion any Settlement Period which is in excess of the Monthly Holder's Pro Rata Portion of the sum of the Daily Redemption Amount Amounts calculated during such Settlement Period shall be applied against that portion of the last principal amount which is not collateralized by the Custodial Account (i.e. one-third of this Debenture scheduled to the original principal amount). If no un-collateralized principal is outstanding at a time when the Holder converts more than the sum of the Daily Redemption Amounts during a pending Settlement Period, such excess amount shall 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 conversionsthe end of the Redemption Period, unless otherwise indicated in the Notice of Conversion by the Holder. For purposes of clarification, so long as Collateral is held by the Custodian on account of the Holder pursuant to Section 1(g) therein, a voluntary conversion during a Settlement Period shall be first applied against such conversionnot reduce the amount of Collateral released by the Custodian to the Company as a result of a Monthly Redemption. vi. The Company covenants and agrees that it will honor all Notices payment of Conversion tendered up until such amounts are paid in full. The Company’s determination Common Stock pursuant to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of made on 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 electionapplicable Settlement Date.

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 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 (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. 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 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 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 (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 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. 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, 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 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 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 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. 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 (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 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 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 Datei. Commencing on November 10, 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 2016 (the “Monthly Redemption Commencement Date”) the Holder shall have the right, at its option (except as expressly provided in Section 4(a)(i)(B)), to require the Company to redeem up to the Monthly Allowance per calendar month (the “Holder Redemption Right”). The Company may, at its option, increase, and only increase, the dollar amount of the Monthly Allowance in effect for any calendar month by delivering a written notice to the Holder at any time during such calendar month prior to 7:00 a.m. (local time in New York City, New York) on the third (3rd) to last Trading Day of such calendar month; such notice may also indicate that the increase contained in such notice shall apply to future calendar months until revised by a subsequent notice. In addition, the Holder shall have the right, at its option, to increase the dollar amount of the Monthly Allowance to an amount equal to two million five hundred thousand dollars ($2,500,000) for any calendar month by delivering a written notice to the Holder at any time during such calendar month; provided, that the Holder may not exercise this right with respect to more than three (3) calendar months in any twelve (12) month period. The Exercise of the Holder Redemption Right shall be exercised in accordance with the following procedures: (A) The Holder may exercise its Holder Redemption Right for a calendar month, at any time and from time to time, during such calendar month, by sending one (1) or more, but not more than six (6), written notices, the form of which is attached hereto as Annex A (each a “Holder Redemption Notice”), to the Company by not later than 11:59:59 P.M. (local time in lieu New York City, New York) on the last Trading Day of a cash redemption payment 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”). (B) At any time after the Monthly Redemption Commencement Date that this Debenture is Stock On, the Company may elect require the Holder to pay all or part of a Monthly exercise its Holder Redemption Amount in Conversion Shares based on a conversion price equal Right for an amount up to the lesser of (i) two million two hundred thousand dollars ($2,200,000) principal amount of this Debenture (but not less than the then Conversion Price and Monthly Allowance) or (ii) 80% the remaining outstanding principal amount of this Debenture, in each case, during any calendar month other than November, 2016 (the average of “Company Force Right”) by delivering a written notice to the VWAPs for the 5 consecutive Holder three (3) Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly first (1st) Trading Day of such calendar month (the “Company Force Notice”), which Company Force Notice shall indicate the principal amount for which the Holder is required to exercise its Holder Redemption Date Right (subject the “Company Force Amount”) and certify that this Debenture is Stock On on the date of the Company Force Notice, that all of the Equity Conditions are satisfied and that the Company reasonably believes, in good faith, that the Equity Conditions will continue to adjustment be satisfied for at least such calendar month. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, in no event shall the Company Force Amount exceed the Dollar Volume Limitation. During any stock dividendcalendar month for which the Company has exercised the Company Force Right, stock split, stock combination or other similar event affecting the Common Stock Holder shall deliver at least one (1) but not more than six (6) Holder Redemption Notices to the Company from time to time during such 5 Trading Day period) calendar month for an aggregate Holder Redemption Amount equal to the Company Force Amount (and, for the price calculated during avoidance of doubt, if the 5 Trading Day period immediately prior Company Force Amount is less than the Monthly Allowance, nothing herein shall be deemed to prevent the Holder from submitting additional Holder Redemption Notices for Holder Redemption Amounts in excess of the Company Force Amount up to the Monthly Redemption DateAllowance). Notwithstanding the foregoing, if an Equity Conditions Failure occurs during such calendar month, the “Monthly Conversion Price” and Holder shall have no further obligation (but shall, for the avoidance of doubt, retain the option to do so) to submit Holder Redemption Notices during such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares calendar month 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 Failure is waived in writing by the Holder; provided, and however, following the date of any such Equity Conditions Failure (zto the extent not waived by the Holder) as the Holder may not submit Holder Redemption Notices for such calendar month in excess of the Monthly Allowance (for the avoidance of doubt, the Company shall be required to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days honor all Holder Redemption Notices delivered prior to the commencement date of the Monthly Conversion PeriodEquity Conditions Failure in accordance with Section 4(a)(v)). On the Trading Day prior to the first (1st) Trading Day of any calendar month for which the Company has exercised the Company Force Right (the “Advance Date”), the Company shall have delivered deliver to the Holder’s or its designee’s balance account with The Depository Trust Company DTC a number of shares of Common Stock (free of any restrictive legends or other trading restrictions) equal to the quotient of (x) the Company Force Amount and (y) the Stock Payment Price for the Advance Date (the “Monthly Redemption Advance Shares”). (C) The Company shall promptly, but in any event no more than three (3) Trading Days after the date that the Holder delivers a Holder Redemption Notice to the Company (the “Holder Redemption Payment Date”), pay the applicable Holder Redemption Amount (1) in cash, to the extent that this Debenture is Stock Off (as defined below) on the date that the Holder delivers the Holder Redemption Notice to the Company, equal to the Holder Redemption Amount by wire transfer of immediately available funds or (2) in shares of Common Stock, to the extent that this Debenture is Stock On (as defined below) on the date that the Company delivers the Holder Redemption Notice, in accordance with this Section 4. (D) For the avoidance of doubt, payment of the Holder Redemption Amount in cash or 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 up to three (3) Holder Redemption Notices during a calendar month; provided, that during any calendar month for which the Company has exercised the Company Force Right, the Holder may deliver up to six (6) Holder Redemption Notices to the Company during such calendar month, provided, further, and for the avoidance of doubt, 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 or, if applicable, the Company Force Amount. (E) Each of the Holder and the Company acknowledge the Company’s obligation under Section 4.8(a) of the Purchase Agreement to not provide any material non-public information to the Holder, and the Holder agrees that the Company shall have no liability to the Holder for failing to disclose any material non-public information in connection with the issuance of any Stock Payment Shares to Holder in accordance with the terms of this Debenture. ii. At any time, and from time to time, subject to the provisions of this Section 4(a), the Company may, at its option, deliver a written notice to the Holder that it will pay any Holder Redemption Amounts under Section 4(a)(i) in shares of Common Stock (a “Stock On Notice”) and any such notice shall become effective on the fifth (5th) Trading Day after the Holder’s receipt thereof (the “Stock On Effective Date”). Such Stock On Notice shall certify that the Equity Conditions are satisfied on the date thereof, and each of the twenty (20) consecutive Trading Days immediately preceding the date of such Stock On Notice, and at any time that this Debenture is Stock On, the Company shall, upon the Holder’s request, certify in writing to the Holder that the Equity Conditions are satisfied and that the Company reasonably believes, in good faith, that the Equity Conditions will continue to be applied against satisfied for the foreseeable future. From the time that a Stock On Notice takes effect until such Monthly time that such Stock On Notice is withdrawn pursuant to Section 4(a)(iv) or deemed withdrawn pursuant to Section 4(a)(iii), this Debenture shall be deemed to be “Stock On.” At any time that this Debenture is not Stock On, then this Debenture shall be deemed to be “Stock Off.” For the avoidance of doubt, the Holder may deliver a Holder Redemption Notice during the period after receipt of the Stock On Notice but prior to the Stock On Effective Date; the Debenture shall be Stock Off during such period and, accordingly, the applicable Holder Redemption Amount would be payable in cash. Notwithstanding anything contained herein to the contrary, and subject to the satisfaction of all of the requirements set forth in this Section 4(a) for the delivery of a Stock On Notice (including, without limitation, the satisfaction of the Equity Conditions), the Company shall, to the extent that this Debenture is not already Stock On, be required to deliver a Stock On Notice to the Holder at any time that the Company’s Cash on Hand does not exceed the outstanding principal amount of this Debenture by more than ten million dollars ($10,000,000) (for the avoidance of doubt, any Stock On Notice required to be delivered pursuant to this sentence shall not disclose the Company’s Cash on Hand or otherwise contain any material, non-public information). iii. The Company may not deliver a Stock On Notice unless the Equity Conditions are satisfied on the date thereof and on each of the twenty (20) consecutive Trading Days immediately preceding such date. If the Equity Conditions cease, for any reason, to be satisfied while this Debenture is Stock On, then the applicable Stock On Notice shall, unless such Equity Conditions Failure is waived by the Holder in writing, automatically without any further action of the Company or the Holder, immediately be deemed to be withdrawn and this Debenture shall immediately be deemed to be Stock Off (an “Equity Conditions Failure”). The Company shall immediately notify the Holder of any Equity Conditions Failure. iv. The Company may voluntarily withdraw a Stock On Notice by delivering a written notice (a “Stock Off Notice”) to the Holder and such Stock On Notice shall be deemed withdrawn and this Debenture shall be Stock Off five (5) Trading Days after receipt thereof by the Holder (the “Voluntary Stock Off Effective Date”); provided, however, the Company may not, unless the Holder otherwise consents in writing, deliver a Stock Off Notice during any calendar month for which the Company has exercised the Company Force Right if the related Voluntary Stock Off Effective Date would occur during such calendar month or if the Company would be required to deliver a Stock On Notice pursuant to the last sentence of Section 4(a)(ii). For the avoidance of doubt, the Holder may deliver a Holder Redemption Notice during the period after receipt of the Stock Off Notice but prior to the Voluntary Stock Off Effective Date; the Debenture shall be Stock On during such period and, accordingly, the applicable Holder Redemption Amount would be payable in shares of Common Stock on the applicable Holder Redemption Payment Date as provided herein. v. With respect to each Holder Redemption Notice delivered to the Company pursuant to Section 4(a)(i) at a time when this Debenture was Stock On, subject to the provisions of this Section 4(a)(v), the Company shall, in payment of the Holder Redemption Amount deliver to the Holder, or its designee, a number of Stock Payment Shares equal to the quotient of (x) the applicable Monthly Holder Redemption Amount divided by and (y) the lesser of (A) Stock Payment Price by not later than the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior applicable Holder Redemption Payment Date. With respect to any Holder Redemption Notice delivered to the date Company during a calendar month for which the Company has exercised the Company Force Right and for which calendar month the Holder has actually received the applicable Monthly Redemption Advance Shares, the number of Stock Payment Shares deliverable pursuant to the immediately preceding sentence shall be reduced by the excess (if any) of the Monthly Redemption Notice Advance Shares over the aggregate number of Stock Payment Shares that would be deliverable pursuant to the immediately preceding sentence for all other Holder Redemption Notices delivered during such calendar month (the “Pre-Redemption Conversion Available Advance Shares”). The Holder’s calculation of the Available Advance Shares set forth on the Holder may convert, pursuant Redemption Notice shall be binding on the Company absent manifest error. Notwithstanding the foregoing or any other provision herein to Section 4(a), the contrary: (A) in the event any principal amount Equity Conditions Failure occurs after the delivery of the applicable Holder Redemption Notice at a time when this Debenture subject to a Monthly Redemption at any time is Stock On but prior to the date that applicable Holder Redemption Payment Date, at the Monthly option of the Holder, (1) the Company shall pay to the Holder an amount in cash equal to the Holder Redemption Amount, plus accrued but unpaid interestand (2) the Holder shall, liquidated damages and any other amounts then owing if applicable, return a number of Monthly Redemption Advance Shares to the Company equal to the applicable number of Stock Payment Shares; (B) in the event that the aggregate number of Stock Payment Shares to be delivered to the Holder are due and paid pursuant to this Section 4(a)(v) in full. Unless otherwise indicated by respect of any individual Holder Redemption Notice would cause such Holder to exceed the Beneficial Ownership Limitation or the Exchange Cap, then, (I) the Holder shall provide written notice to the Company that such delivery of all or a portion of such Stock Payment Shares would cause the Holder to exceed the Beneficial Ownership Limitation or the Exchange Cap, and (II) in addition to delivery of the number of Stock Payment Shares that would not cause such Holder to exceed the Beneficial Ownership Limitation or Exchange Cap, as applicable, the Company shall pay to the Holder, in lieu of such number of Stock Payment Shares that would cause the Holder to exceed the Beneficial Ownership Limitation or Exchange Cap, as applicable (such excess number of shares, the “Excess Shares”), on the applicable Holder Redemption Payment Date, an amount in cash equal to the portion of the Holder Redemption Amount that would otherwise be payable in respect of the Excess Shares; (C) in the applicable event that the Holder Redemption Amount in respect of any Holder Redemption Notice, when aggregated with the Holder Redemption Amounts in respect of each other Holder Redemption Notice of Conversion, any principal amount of this Debenture converted delivered to the Company during the applicable Monthly Conversion Period until same calendar month, would exceed the date Dollar Volume Limitation, then the Monthly Company shall pay the portion of the Holder Redemption Amount is paid in full shall that would 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 Dollar Volume Limitation in cash; and/or (D) with respect to any calendar month for which the Company has exercised the Company Force Right and for which calendar month the Holder has actually received 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 Advance Shares, if there are any were issued in connection with Available Advance Shares remaining after all Holder Redemption Notices for 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 calendar month have been satisfied in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof the Holder 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 promptly return such remaining Available Advance Shares 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 electionCompany.

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 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 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 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 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 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 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”), to the Company by not later than 11:59:59 P.M. (local time in lieu 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 to the Holder in cash by wire transfer of immediately available funds an amount equal to the Holder Redemption Amount specified in the Holder Redemption Notice or (2) if this Debenture is Stock On on the date that the Company delivers the Holder Redemption Notice to the Company, deliver to the Holder shares of Common Stock as provided in this Section 4(a). For the avoidance of doubt, 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 (as a result of conversion, redemption payment or otherwise) shall reduce or otherwise have any effect on the amount of the Monthly Allowance, which shall remain unchanged regardless of any such reduction in the outstanding principal amount of this Debenture. ii. With respect to each calendar month during the term of this Debenture, the Company shall elect whether this Debenture shall be Stock On or Stock Off for such calendar month by delivering, on the fifth (5th) Trading Day prior to the first (1st) day of such calendar month, a written notice (a “Stock On/Off Notice”) to the Holder of the Company’s election to pay any Holder Redemption Amounts under Section 4(a)(i) in shares of Common Stock (“Stock On”) or in cash (“Stock Off”) during such calendar month. For the avoidance of doubt, the Company shall make the same election of Stock On or Stock Off with respect to all of the outstanding Debentures. If the Company fails to deliver the Stock On/Off Notice by the date required herein for any calendar month, the Company shall be deemed to have delivered a Stock On/Off Notice electing Stock Off for such calendar month. Once delivered (or deemed delivered) a Stock On/Off Notice shall be irrevocable as to the applicable calendar month and the Company may elect to pay all or part of a Monthly Redemption Amount not change its election for such calendar month. If the Company elects Stock On in Conversion Shares based on a conversion price equal such Stock On/Off Notice, then the Company shall certify in such notice that the Equity Conditions are satisfied. In addition, to the lesser of (i) extent that the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending Company elects Stock On, on the Trading Day that is immediately prior to the first (1st) day of the applicable Monthly Redemption Date calendar month (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 DateDay, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion PeriodRedemption Advance Date”); 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 deliver to the Holder’s or its broker’s DTC account with The Depository Trust Company a number of freely tradable shares of Common Stock to be applied against such free from restrictive legends (“Monthly Redemption Amount Advance Shares”) equal to the quotient of (x) the Monthly Allowance (plus, if the Company has permitted the issuance of shares of Common Stock in satisfaction of accrued and unpaid interest as provided in Section 2(a), all interest that would accrue through the applicable Interest Payment Date assuming no reductions in principal from the Monthly Redemption Amount divided by Advance Date through the applicable Interest Payment Date) and (y) the lesser Stock Payment Price. For the avoidance of (A) the Conversion Price doubt and (B) 80% purposes of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of clarification, the Monthly Redemption Notice (Advance Shares are an advance on the “Pre-Redemption Conversion Shares”). The Stock Payment Shares that the Holder may convert, anticipates receiving pursuant to Section 4(a4(a)(iv) and shall not be deemed a payment of principal or interest hereunder except as provided in Section 4(a)(iv). iii. If the Equity Conditions cease, for any reason, to be satisfied while this Debenture is Stock On (an “Equity Conditions Failure”), any principal amount of then, unless such Equity Conditions Failure is waived in writing by the Holder, 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 immediately 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 deemed 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 conversionStock Off. The Company covenants and agrees that it will honor all Notices shall promptly, but in any event within one (1) Trading Day, notify the Holder of Conversion tendered up until any Equity Conditions Failure and, unless such amounts are paid Equity Conditions Failure is waived in full. The Company’s determination writing by the Holder, the Company shall not be permitted to pay a Monthly make any Holder Redemption Payments during such calendar month in cash, shares of Common Stock or a combination thereof and all Holder Redemption Payments for the remainder of such calendar month shall be applied ratably made in cash as provided herein. iv. With respect to all each Holder Redemption Notice delivered to the Company pursuant to Section 4(a)(i) at a time when this Debenture was Stock On, subject to the provisions of this Section 4(a)(iv), the Company shall, in payment 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 Holder Redemption Amount deliver to the Holder a number of its election to pay the Monthly Redemption Amount in shares of Common StockStock equal to the quotient of (such quotient of (x) and (y), the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.“Stock Payment Shares”)

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”), to the Company by not later than 11:59:59 P.M. (local time in lieu 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 to the Holder in cash by wire transfer of immediately available funds an amount equal to the Holder Redemption Amount specified in the Holder Redemption Notice or (2) if this Debenture is Stock On, on the date that the Company delivers the Holder Redemption Notice to the Company, deliver to the Holder shares of Common Stock as provided in this Section 5(a). For the avoidance of doubt, 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 (plus accrued and unpaid interest). For the further avoidance of doubt, no reduction in the outstanding principal amount of this Debenture (as a result of redemption payment or otherwise) shall reduce or otherwise have any effect on the amount of the Monthly Allowance, which shall remain unchanged regardless of any such reduction in the outstanding principal amount of this Debenture, except that the Monthly Allowance shall not exceed the outstanding principal amount of this Debenture plus accrued and unpaid interest thereon. ii. With respect to each calendar month during the term of this Debenture, the Company shall elect whether this Debenture shall be Stock On or Stock Off for such calendar month by delivering, on the fifth (5th) Trading Day prior to the first day of such calendar month, a written notice (a “Stock On/Off Notice”) to the Holder of the Company’s election to pay any Holder Redemption Amounts under Section 5(a)(i) in shares of Common Stock (“Stock On”) or in cash (“Stock Off”) during such calendar month. For the avoidance of doubt, the Company shall make the same election of Stock On or Stock Off with respect to all of the outstanding Debentures. If the Company fails to deliver the Stock On/Off Notice by the date required herein for any calendar month, the Company shall be deemed to have delivered a Stock On/Off Notice electing Stock Off for such calendar month. Once delivered (or deemed delivered) a Stock On/Off Notice shall be irrevocable as to the applicable calendar month and the Company may elect to pay all or part of a Monthly Redemption Amount not change its election for such calendar month. If the Company elects Stock On in Conversion Shares based on a conversion price equal such Stock On/Off Notice, then the Company shall certify in such notice that the Equity Conditions are satisfied. In addition, to the lesser of (i) extent that the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending Company elects Stock On, on the Trading Day that is immediately prior to the first day of the applicable calendar month (such Trading Day, the “Monthly Redemption Advance Date”), the Company shall deliver to the Holder’s or its broker’s DTC account a number of freely tradable shares of Common Stock free from restrictive legends (“Monthly Redemption Advance Shares”) equal to the quotient of (x) the Monthly Allowance and (y) the Stock Payment Price. For example, if the Stock Payment Price for the applicable Monthly Redemption Advance Date is $5.00 per share, then the Company shall deliver to the Holder a number of Monthly Redemption Advance Shares equal to 100,000 shares (subject to adjustment for any stock dividende.g., stock split$500,000/$5.00). For the avoidance of doubt and purposes of clarification, 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, Advance Shares are an advance on the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, Stock Payment Shares that the Company may Holder anticipates receiving pursuant to Section 5(a)(iv) and shall not pay the Monthly Redemption Amount be deemed a payment of principal or interest hereunder except as provided 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, Section 5(a)(iv). iii. If the Equity Conditions have been satisfiedcease, for any reason, to be satisfied while this Debenture is Stock On (an “Equity Conditions Failure”), then, unless such Equity Conditions Failure is waived in writing by the Holder, this Debenture shall immediately be deemed to be Stock Off. The Company shall promptly, but in any event within one (1) Trading Day, notify the Holder of any Equity Conditions Failure and, unless such Equity Conditions Failure is waived in writing by the Holder, the Company shall not be permitted to make any Holder Redemption Payments during such calendar month in shares of Common Stock and (z) all Holder Redemption Payments for the remainder of such calendar month shall be made in cash as provided herein. iv. With respect to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior each Holder Redemption Notice delivered to the commencement Company pursuant to Section 5(a)(i) at a time when this Debenture was Stock On, subject to the provisions of the Monthly Conversion Periodthis Section 5(a)(iv), the Company shall have delivered shall, in payment of the Holder Redemption Amount deliver to the Holder’s account with The Depository Trust Company Holder a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Holder Redemption Amount divided by and (y) the lesser Stock Payment Price (such quotient of (Ax) the Conversion Price and (By), the “Stock Payment Shares”) 80% by not later than the applicable Holder Redemption Payment Date; provided, that if the Holder has actually received Monthly Redemption Advance Shares, the number of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior Stock Payment Shares deliverable pursuant to the date immediately preceding sentence shall be reduced (but not below zero) by the excess (if any) of the Monthly Redemption Notice Advance Shares actually received by the Holder over the aggregate number of Stock Payment Shares that were deliverable pursuant to this Section 5(a)(iv) for all other prior Holder Redemption Notices given during the same calendar month (such excess, as the Monthly Redemption Advance Shares may be further reduced pursuant to the last sentence of Section 5(e), the “Pre-Redemption Conversion Available Advance Shares”). The Holder may convertFor example, pursuant to Section 4(a)if, any principal amount of this Debenture subject with respect to a particular calendar month, the Company delivered 100,000 Monthly Redemption at any time prior to the date that Advance Shares on the Monthly Redemption AmountAdvance Date, plus accrued but unpaid interestthe Holder submits a Holder Redemption Notice which would result in the issuance of 60,000 Stock Payment Shares, liquidated damages then the Monthly Redemption Advance Shares shall be deemed reduced by 60,000 shares, and the Available Advance Shares shall be 40,000 shares, and if subsequently during such calendar month, the Holder submits a Holder Redemption Notice that would require the issuance of 45,000 Stock Payment Shares, then the Monthly Redemption Advance Shares and the Available Advance Shares shall be deemed reduced to zero and the Company shall be required to deliver 5,000 shares to the Holder. The Holder’s calculation of the Available Advance Shares set forth on the Holder Redemption Notice shall be binding on the Company absent manifest error. v. Notwithstanding the foregoing or any other amounts provision to the contrary contained herein, in the event that the number of Stock Payment Shares that the Company would be required to deliver in respect of any Holder Redemption Notice, when aggregated with the Stock Payment Shares issued in respect of each other Holder Redemption Notice delivered to the Company during the same calendar month, would exceed the Holder’s Pro Rata Share of the Volume Limitation, then owing the Company shall pay the portion of the Holder Redemption Amount that would cause such number of Stock Payment Shares to exceed the Holder’s Pro Rata Share of the Volume Limitation in cash. In addition, in the event that the aggregate number of Monthly Redemption Advance Shares or Stock Payment Shares to be delivered to the Holder are due and paid pursuant to this Section 5(a) in full. Unless otherwise indicated by would cause such Holder to exceed the Beneficial Ownership Limitation, then, (I) 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 provide written notice 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 Company that such delivery of this Debenture converted during the applicable Monthly Conversion Period in excess all or a portion 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 AmountAdvance Shares or Stock Payment Shares would cause the Holder to exceed the Beneficial Ownership Limitation, and (II) in addition to delivery of the Pre-Redemption Conversion Shares, if any were issued in connection with such number of Monthly Redemption Advance Shares or were Stock Payment Shares that would not already applied cause such Holder to such conversionsexceed the Beneficial Ownership Limitation, 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 Stockas applicable, the Company shall file issue to the Holder only such number of Monthly Redemption Advance Shares or Stock Payment Shares that would not cause the Holder to exceed the Beneficial Ownership Limitation, and with respect to Stock Payment Shares, pay to the Holder, in lieu of such number of Stock Payment Shares that would cause the Holder to exceed the Beneficial Ownership Limitation an amount in cash equal to the portion of the Holder Redemption Amount that would otherwise be payable in respect of such excess number of Stock Payment Shares. vi. If there are any Available Advance Shares remaining after all Holder Redemption Notices delivered during a prospectus supplement pursuant particular calendar month have been satisfied in full, the Holder will, at its option, retain such Available Advance Shares in partial satisfaction of the obligation of the Company to Rule 424 disclosing deliver Advance Shares in respect of the next month on which the Company elects for this Debenture to be Stock On or return such electionremaining number of Available Advance Shares to the Company.

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 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 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 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 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 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”), to the Company by not later than 11:59:59 P.M. (local time in lieu 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 to the Holder in cash by wire transfer of immediately available funds an amount equal to the Holder Redemption Amount specified in the Holder Redemption Notice or (2) if this Debenture is Stock On on the date that is two (2) days after the Holder delivers the Holder Redemption Notice to the Company, deliver to the Holder shares of Common Stock as provided in this Section 4. For the avoidance of doubt, 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 (as a result of conversion, redemption payment or otherwise) shall reduce or otherwise have any effect on the amount of the Monthly Allowance, which shall remain unchanged regardless of any such reduction in the outstanding principal amount of this Debenture. ii. With respect to each calendar month during the term of this Debenture, the Company shall elect whether this Debenture shall be Stock On or Stock Off for such calendar month by delivering, on the fifth (5th) Trading Day prior to the first (1st) day of such calendar month, a written notice (a “Stock On/Off Notice”) to the Holder of the Company’s election to pay any Holder Redemption Amounts under Section 4(a)(i) in shares of Common Stock (“Stock On”) or in cash (“Stock Off”) during such calendar month. If the Company fails to deliver the Stock On/Off Notice by the date required herein for any calendar month, the Company shall be deemed to have delivered a Stock On/Off Notice electing Stock Off for such calendar month. Once delivered (or deemed delivered) a Stock On/Off Notice shall be irrevocable as to the applicable calendar month and the Company may elect to pay all or part of a Monthly Redemption Amount not change its election for such calendar month. If the Company elects Stock On in Conversion Shares based on a conversion price equal such Stock On/Off Notice, then the Company shall certify in such notice that the Equity Conditions are satisfied. In addition, to the lesser of (i) extent that the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending Company elects Stock On, on the Trading Day that is immediately prior to the first (1st) day of the applicable Monthly Redemption Date calendar month (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 DateDay, the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion PeriodRedemption Advance Date”); 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 deliver to the Holder’s or its broker’s DTC account with The Depository Trust Company a number of freely tradable shares of Common Stock to be applied against such free from restrictive legends (“Monthly Redemption Amount Advance Shares”) equal to the quotient of (x) the Monthly Allowance (plus, if the Company has permitted the issuance of shares of Common Stock in satisfaction of accrued and unpaid interest as provided in Section 2(a), all interest that would accrue through the applicable Interest Payment Date assuming no reductions in principal from the Monthly Redemption Amount divided by Advance Date through the applicable Interest Payment Date) and (y) the lesser Stock Payment Price. For the avoidance of (A) the Conversion Price doubt and (B) 80% purposes of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of clarification, the Monthly Redemption Notice (Advance Shares are an advance on the “Pre-Redemption Conversion Shares”). The Stock Payment Shares that the Holder may convert, anticipates receiving pursuant to Section 4(a4(a)(iv) and shall not be deemed a payment of principal or interest hereunder except as provided in Section 4(a)(iv). iii. If the Equity Conditions cease, for any reason, to be satisfied while this Debenture is Stock On (an “Equity Conditions Failure”), any principal amount of then, unless such Equity Conditions Failure is waived in writing by the Holder, 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 immediately 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 deemed 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 conversionStock Off. The Company covenants and agrees that it will honor all Notices shall immediately notify the Holder of Conversion tendered up until any Equity Conditions Failure and, unless such amounts are paid Equity Conditions Failure is waived in full. The Company’s determination writing by the Holder, the Company shall not be permitted to pay a Monthly make any Holder Redemption Payments during such calendar month in cash, shares of Common Stock or a combination thereof and all Holder Redemption Payments for the remainder of such calendar month shall be applied ratably made in cash as provided herein. iv. With respect to all each Holder Redemption Notice delivered to the Company pursuant to Section 4(a)(i) at a time when this Debenture was Stock On, subject to the provisions of this Section 4(a)(iv), the Company shall, in payment 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 Holder Redemption Amount deliver to the Holder a number of its election to pay the Monthly Redemption Amount in shares of Common StockStock equal to the quotient of (such quotient of (x) and (y), the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.“Stock Payment Shares”)

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, 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 (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 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 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 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 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”), to the Company by not later than 11:59:59 P.M. (local time in lieu 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 to the Holder in cash by wire transfer of immediately available funds an amount equal to the Holder Redemption Amount specified in the Holder Redemption Notice or (2) if this Debenture is Stock On, on the date that the Company delivers the Holder Redemption Notice to the Company, deliver to the Holder shares of Common Stock as provided in this Section 5(a). For the avoidance of doubt, 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 (plus accrued and unpaid interest). For the further avoidance of doubt, no reduction in the outstanding principal amount of this Debenture (as a result of redemption payment or otherwise) shall reduce or otherwise have any effect on the amount of the Monthly Allowance, which shall remain unchanged regardless of any such reduction in the outstanding principal amount of this Debenture, except that the Monthly Allowance shall not exceed the outstanding principal amount of this Debenture plus accrued and unpaid interest thereon. ​ ii. With respect to each calendar month during the term of this Debenture, the Company shall elect whether this Debenture shall be Stock On or Stock Off for such calendar month by delivering, on the fifth (5th) Trading Day prior to the first day of such calendar month, a written notice (a “Stock On/Off Notice”) to the Holder of the Company’s election to pay any Holder Redemption Amounts under Section 5(a)(i) in shares of Common Stock (“Stock On”) or in cash (“Stock Off”) during such calendar month. For the avoidance of doubt, the Company shall make the same election of Stock On or Stock Off with respect to all of the outstanding Debentures. If the Company fails to deliver the Stock On/Off Notice by the date required herein for any calendar month, the Company shall be deemed to have delivered a Stock On/Off Notice electing Stock Off for such calendar month. Once delivered (or deemed delivered) a Stock On/Off Notice shall be irrevocable as to the applicable calendar month and the Company may elect to pay all or part of a Monthly Redemption Amount not change its election for such calendar month. If the Company elects Stock On in Conversion Shares based on a conversion price equal such Stock On/Off Notice, then the Company shall certify in such notice that the Equity Conditions are satisfied. In addition, to the lesser of (i) extent that the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending Company elects Stock On, on the Trading Day that is immediately prior to the first day of the applicable calendar month (such Trading Day, the “Monthly Redemption Advance Date”), the Company shall deliver to the Holder’s or its broker’s DTC account a number of freely tradable shares of Common Stock free from restrictive legends (“Monthly Redemption Advance Shares”) equal to the quotient of (x) the Monthly Allowance and (y) the Stock Payment Price. For example, if the Stock Payment Price for the applicable Monthly Redemption Advance Date is $5.00 per share, then the Company shall deliver to the Holder a number of Monthly Redemption Advance Shares equal to 100,000 shares (subject to adjustment for any stock dividende.g., stock split$500,000/$5.00). For the avoidance of doubt and purposes of clarification, 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, Advance Shares are an advance on the “Monthly Conversion Price” and such 5 Trading Day period, the “Monthly Conversion Period”); provided, further, Stock Payment Shares that the Company may Holder anticipates receiving pursuant to Section 5(a)(iv) and shall not pay the Monthly Redemption Amount be deemed a payment of principal or interest hereunder except as provided 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, Section 5(a)(iv). iii. If the Equity Conditions have been satisfiedcease, for any reason, to be satisfied while this Debenture is Stock On (an “Equity Conditions Failure”), then, unless such Equity Conditions Failure is waived in writing by the Holder, this Debenture shall immediately be deemed to be Stock Off. The Company shall promptly, but in any event within one (1) Trading Day, notify the Holder of any Equity Conditions Failure and, unless such Equity Conditions Failure is waived in writing by the Holder, the Company shall not be permitted to make any Holder Redemption Payments during such calendar month in shares of Common Stock and (z) all Holder Redemption Payments for the remainder of such calendar month shall be made in cash as provided herein. iv. With respect to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior each Holder Redemption Notice delivered to the commencement Company pursuant to Section 5(a)(i) at a time when this Debenture was Stock On, subject to the provisions of the Monthly Conversion Periodthis Section 5(a)(iv), the Company shall have delivered shall, in payment of the Holder Redemption Amount deliver to the Holder’s account with The Depository Trust Company Holder a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Holder Redemption Amount divided by and (y) the lesser Stock Payment Price (such quotient of (Ax) the Conversion Price and (By), the “Stock Payment Shares”) 80% by not later than the applicable Holder Redemption Payment Date; provided, that if the Holder has actually received Monthly Redemption Advance Shares, the number of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior Stock Payment Shares deliverable pursuant to the date immediately preceding sentence shall be reduced (but not below ​ zero) by the excess (if any) of the Monthly Redemption Notice Advance Shares actually received by the Holder over the aggregate number of Stock Payment Shares that were deliverable pursuant to this Section 5(a)(iv) for all other prior Holder Redemption Notices given during the same calendar month (such excess, as the Monthly Redemption Advance Shares may be further reduced pursuant to the last sentence of Section 5(d), the “Pre-Redemption Conversion Available Advance Shares”). The Holder may convertFor example, pursuant to Section 4(a)if, any principal amount of this Debenture subject with respect to a particular calendar month, the Company delivered 100,000 Monthly Redemption at any time prior to the date that Advance Shares on the Monthly Redemption AmountAdvance Date, plus accrued but unpaid interestthe Holder submits a Holder Redemption Notice which would result in the issuance of 60,000 Stock Payment Shares, liquidated damages then the Monthly Redemption Advance Shares shall be deemed reduced by 60,000 shares, and the Available Advance Shares shall be 40,000 shares, and if subsequently during such calendar month, the Holder submits a Holder Redemption Notice that would require the issuance of 45,000 Stock Payment Shares, then the Monthly Redemption Advance Shares and the Available Advance Shares shall be deemed reduced to zero and the Company shall be required to deliver 5,000 shares to the Holder. The Holder’s calculation of the Available Advance Shares set forth on the Holder Redemption Notice shall be binding on the Company absent manifest error. v. Notwithstanding the foregoing or any other amounts provision to the contrary contained herein, in the event that the number of Stock Payment Shares that the Company would be required to deliver in respect of any Holder Redemption Notice, when aggregated with the Stock Payment Shares issued in respect of each other Holder Redemption Notice delivered to the Company during the same calendar month, would exceed the Holder’s Pro Rata Share of the Volume Limitation, then owing the Company shall pay the portion of the Holder Redemption Amount that would cause such number of Stock Payment Shares to exceed the Holder’s Pro Rata Share of the Volume Limitation in cash. In addition, in the event that the aggregate number of Monthly Redemption Advance Shares or Stock Payment Shares to be delivered to the Holder are due and paid pursuant to this Section 5(a) in full. Unless otherwise indicated by would cause such Holder to exceed the Beneficial Ownership Limitation, then, (I) 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 provide written notice 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 Company that such delivery of this Debenture converted during the applicable Monthly Conversion Period in excess all or a portion 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 AmountAdvance Shares or Stock Payment Shares would cause the Holder to exceed the Beneficial Ownership Limitation, and (II) in addition to delivery of the Pre-Redemption Conversion Shares, if any were issued in connection with such number of Monthly Redemption Advance Shares or were Stock Payment Shares that would not already applied cause such Holder to such conversionsexceed the Beneficial Ownership Limitation, 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 Stockas applicable, the Company shall file issue to the Holder only such number of Monthly Redemption Advance Shares or Stock Payment Shares that would not cause the Holder to exceed the Beneficial Ownership Limitation, and with respect to Stock Payment Shares, pay to the Holder, in lieu of such number of Stock Payment Shares that would cause the Holder to exceed the Beneficial Ownership Limitation an amount in cash equal to the portion of the Holder Redemption Amount that would otherwise be payable in respect of such excess number of Stock Payment Shares. vi. If there are any Available Advance Shares remaining after all Holder Redemption Notices delivered during a prospectus supplement pursuant particular calendar month have been satisfied in full, the Holder will, at its option, retain such Available Advance Shares in partial satisfaction of the obligation of the Company to Rule 424 disclosing deliver Advance Shares in respect of the next month on which the Company elects for this Debenture to be Stock On or return such election.remaining number of Available Advance Shares to the Company. ​ ​

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”)) 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 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 (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 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.

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 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 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 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 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 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 ") or (ii) DOC 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 ------------------------ based on an exchange price 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 lowest 10 of the 20 DOC VWAPs during the period ending on the 3rd 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 Common Stock during such 20 Trading Day period) and (B) the Exchange Price (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.Exchange ---------------- Price"

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 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, 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 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 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 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. i. 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”)cash. 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. ii. The Company’s determination to pay a Notwithstanding anything in Section 6(b)(i), no Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably due in any Month in which the Holder has effected conversions that are equal to all or greater than the proportionate amount that would have been due and represented by the following formula: (A÷4,000,000) x 225,000 = “Holder’s individual Monthly Redemption Amount” Where A = The Principal Amount 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 StockHolder’s Note Provided, that, the Company shall file be given dollar for dollar credit for any and all conversions effected in any month against any Monthly Redemption Amount on any Monthly Redemption Date; and provided, further, that in the event that a prospectus supplement pursuant Holder’s Conversions in any particular month exceed a Xxxxxx’s individual Monthly Redemption Amount, such overage shall carry over into the succeeding month to Rule 424 disclosing such election.be credited against the Monthly Redemption Amount

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 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, 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 (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 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. 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. ii. Notwithstanding anything to the contrary in Section 6(b)(i), the Holder shall have the right to defer up to 3 Monthly Redemptions (whether in cash or shares) in any 12 month period until a future date determined at the Holder’s sole discretion (each a “Deferred Redemption”). In the event the Holder elects to receive a cash Deferred Redemption, such Deferred Redemption shall be payable pursuant to the procedures for payment under a Monthly Redemption in Section 6(b)(i) on the Deferred Redemption Date. In the event the Holder elects to receive a share Deferred Redemption, the Holder shall provide the Company at least 5 days’ prior written notice (the “Deferred Redemption Notice” and such date, the “Deferred Redemption Notice Date”) of its election to receive payment of such Deferred Redemption (such shares, the “Deferred Redemption Share Amount”) which shall be based on a conversion price equal to 80% of the average of the 10 Closing Prices immediately prior to the Deferred Redemption Notice Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 10 Trading Day period) (the price calculated during the 10 Trading Day period immediately prior to the Deferred Redemption Date, the “Deferred Conversion Price” and such period, the “Deferred Redemption Period”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Deferred Redemption at any time prior to the date that the Deferred Redemption Amount and all amounts owing 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 a Deferred Redemption Period until the date the Deferred Redemption Amount is paid in full shall be first applied to the principal amount subject to the Deferred Redemption Amount payable in cash and then to the Deferred Redemption Share Amount. Any principal amount of this Debenture converted during the applicable Deferred Redemption Period in excess of the Deferred 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 to such Deferred Redemption Amount, the Deferred Redemption Conversion Shares, if any were issued in connection with such Deferred 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 Notice of Conversions tendered up until such amounts are paid in full. At any time a Holder delivers a Deferred Redemption Notice, 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, 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 (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 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 (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 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 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 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 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 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 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 (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 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 (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 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 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 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.