Common use of Most Favored Nation Provision Clause in Contracts

Most Favored Nation Provision. Notwithstanding anything contained herein to the contrary, if at any time from and after the Closing Date until the Notes are no longer outstanding, the Company proposes to offer and sell Securities in a Subsequent Financing, each Purchaser may elect, in its sole discretion, to exchange all of such Purchaser's Notes then held by such Purchaser for securities of the same type issued in such Subsequent Financing (such exchange to be made at the same time as the closing of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal amount of the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser shall have the right to participate in such Subsequent Financing and use the exchange of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%). The Company shall give each Purchaser 10 days' notice prior to closing on any such Subsequent Financing.

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrary, if at any date hereof until such time from and after that the Closing Date until the Notes Debentures are no longer outstanding, if the Company or any Subsidiary proposes to offer and sell Securities in issue any Common Stock or Common Stock Equivalents (such an issuance, a “Subsequent Financing”), each Purchaser may elect, in its sole discretion, to exchange all or some of such Purchaser's Notes the Debentures then held by such Purchaser for any securities issued in a Subsequent Financing on a $1.00 for $1.00 basis based on the outstanding principal amount of such Debentures, along with any liquidated damages and other amounts owing thereon, and the same type issued effective price at which such securities are to be sold in such Subsequent Financing; provided, however, that this Section 4.18 shall not apply with respect to (i) an Exempt Issuance or (ii) an underwritten public offering of Common Stock. At least 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such exchange Purchaser if it wants to be made at review the same time as details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the closing request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal amount of proceeds intended to be raised thereunder and the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants Person or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser shall have the right to participate in Persons through or with whom such Subsequent Financing is proposed to be effected and use the exchange shall include a term sheet or similar document relating thereto as an attachment. Any Purchaser desiring to exercise its rights pursuant to this Section in respect of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%). The Company shall give each Purchaser 10 days' notice prior to closing on any such Subsequent FinancingFinancing must provide written notice to the Company by not later than 5:30 p.m. (Central time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser desires to exercise its rights pursuant to this Section and the amount of Debentures as to which it desires to exercise such rights.

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrary, if at any date hereof until such time from and after that the Closing Date until the Notes Debentures are no longer outstanding, if the Company proposes to offer and sell Securities in effects a Subsequent Financing, each Purchaser may elect, in its sole discretion, to exchange all or some of such Purchaser's Notes the Debentures (but not the Warrants) then held by such Purchaser for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis (that is, for each $1.00 Principal Amount of Debentures surrendered by the same type Purchaser, the Purchaser shall receive $1.00 of units in such Subsequent Financing) based on the outstanding principal amount and interest of such Debentures, along with any liquidated damages and other amounts owing thereon, and the effective price at which such securities are to be sold in such Subsequent Financing; provided, however, notwithstanding any conversion, exercise, exchange, or reset price (other any other similar feature) or lack thereof in the securities issued in a Subsequent Financing, such securities issued in such Subsequent Financing shall be irrevocably convertible, exercisable, exchangeable or resetable (or any other similar feature) based on the conversion price, exercise price, exchange price or reset price (or such exchange to be made at the same time as the closing of similar price) in such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal amount of the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes $100,000 of preferred stock and 200% warrant coveragewarrants, each the Purchaser shall have the right right, but not the obligation, in its sole discretion, to participate in purchase $100,000 of preferred stock and warrants of such Subsequent Financing and use by surrendering $100,000 in principal amount of such Purchaser’s Debenture and, if such preferred stock has either no conversion price or a conversion price that exceeds $1.00 (subject to adjustment), then the exchange of its Notes and outstanding Warrants conversion price as considerationto the Purchaser shall be $1.00 (if non-convertible, on a dollar for dollar basis, in lieu of cash considerationconversion feature similar to the rights under the Debentures shall be added as to the Purchaser). If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled This Section 4.18 shall not apply with respect to will be proportionately reduced to 100% warrant coverage (200% x 50%)an Exempt Issuance. The Company shall give provide each Purchaser 10 days' with notice prior to closing on of any such Subsequent Financing.Financing in the manner set forth in Section 4.18. Notwithstanding anything herein to the contrary, the holder of the Debentures shall be obliged to exercise its rights under this Section 4.18 (“Mandatory Conversion”) if the following conditions are met:

Most Favored Nation Provision. Notwithstanding anything contained herein to (i) From the contrary, if at any time from and after the Closing Date date hereof until the Notes are no longer outstandingExpiration Date, upon any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Company proposes 1933 Act), any Convertible Securities, any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition, announcement or commencement of marketing is referred to offer and sell Securities in as a “Subsequent FinancingPlacement”), each Purchaser Buyer may elect, in its sole discretion, to exchange all or some of the Shares and a proportionate number of Warrants (based on the initial ratio of Shares to Warrants issued to such Purchaser's Notes Buyer at Closing) then held by such Purchaser Buyer for additional securities (including any additional securities issued as part of a unit with such security) of the same type issued in such Subsequent Financing Placement (such exchange to be made at the same time as the closing of such Subsequent FinancingPlacement), on the same terms and conditions as the Subsequent FinancingPlacement, based on the outstanding Principal amount of the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided Per Share Purchase Price multiplied by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionatelyShares being exchanged. By way of example, if the Company undertakes a Subsequent Financing Placement of convertible notes debentures and 200% warrant coveragewarrants, each Purchaser Buyer shall have the right to participate in such Subsequent Financing Placement and use the exchange of its Notes and outstanding Warrants Shares as consideration, on a dollar USD$1 for dollar USD$1 basis, in lieu of cash consideration. If Notwithstanding whether such Purchaser has exercised 50% of its WarrantsSubsequent Placement includes customary Beneficial Ownership Limitations, such Buyer’s securities issued in the number of warrants Subsequent Placement shall include such limitations such that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage the Buyer’s beneficial ownership in Ordinary Shares does not exceed the Maximum Percentage (200% x 50%as defined below). The Company shall give each Purchaser 10 days' notice prior to closing on any such Subsequent Financing.“

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrary, if at any time from and date hereof until the later of (i) three (3) years after the Closing Date until or (ii) the Notes date of the occurrence of a Liquidity Event, in the event that the Company one or more times issues or sells or agrees to issue or sell any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably believes that any of the terms and conditions appurtenant to such issuance or sale, including without limitation, the price paid in connection with such issuance or sale, is more favorable to such other investors than are no longer outstandingany of the corresponding terms and conditions granted to the Purchasers pursuant to the Transaction Documents, upon notice to the Company by such Purchaser within ten (10) Trading Days after disclosure of such issuance or sale by the Company to the Purchaser, which notice must include details, terms, conditions, and copies of all documents employed in connection with such issuance or sale, the Company proposes shall amend the terms of this transaction only as to offer and sell Securities in a Subsequent Financing, each Purchaser may elect, in its sole discretion, to exchange all of such Purchaser's Notes then held by such Purchaser for securities of the same type issued in such Subsequent Financing (such exchange so as to be made at the same time as the closing of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal amount of the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by give such Purchaser and the benefit of any Warrants held more favorable terms or conditions identified by such Purchaser. If any Warrants have been exercised by the Purchaser prior This Section 4.19 shall not apply with respect to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser shall have the right to participate in such Subsequent Financing and use the exchange of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%)an Exempt Issuance. The Company shall give provide each Purchaser 10 days' with notice prior of each such proposed issuance or sale or agreement to closing sell not later than five (5) Trading Days before the earliest of such issuance, sale or agreement. The following is an illustration of one effect of a lower price issuance subject to the automatic exercise by a Purchaser of the foregoing rights: In the event the Company issues, agrees to issue or announces the issuance of any Common Stock or Common Stock Equivalents to a Purchaser or to any third party, either at a purchase price, conversion price or exercise price per share less than any purchase price, conversion price or exercise price paid or payable for a Security, as applicable, the Purchaser will benefit from “full ratchet” anti-dilution protection, such that the price paid by a Purchaser for such Security held by the Purchaser at such time shall be reduced retroactively to the Closing Date to the lowest of the purchase price, conversion price or exercise price per share at which such additional Common Stock or Common Stock Equivalents have been issued or are issuable. The Company shall also automatically and immediately issue to the Purchaser a number of additional applicable Securities that is equal to the difference between the number of applicable Securities issued to the Purchaser before the relevant anti-dilution adjustment and the number of such Securities that would have been issued to the Purchaser at the reduced purchase price, conversion price or exercise price, as applicable (as adjusted pursuant to the Transaction Documents). Notwithstanding the foregoing, the provisions of this Section 4.19 shall cease to apply on any such Subsequent Financingthe Uplisting Effective Date.

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrary, if at any date hereof until such time from and after that the Closing Date until the Notes Debentures are no longer outstanding, if the Company or any Subsidiary proposes to offer and sell Securities in issue any Common Stock or Common Stock Equivalents (such an issuance, a “Subsequent Financing”), each the Purchaser may elect, in its sole discretion, to exchange all or some of such Purchaser's Notes the Debentures then held by such the Purchaser for any securities issued in a Subsequent Financing on a $1.00 for $1.00 basis based on the outstanding principal amount of such Debentures, along with any liquidated damages and other amounts owing thereon, and the same type issued effective price at which such securities are to be sold in such Subsequent Financing; provided, however, that this Section 4.18 shall not apply with respect to (i) an Exempt Issuance or (ii) an underwritten public offering of Common Stock. At least 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such exchange financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to be made at the same time as Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the closing proposed terms of such Subsequent Financing), the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. Any Purchaser desiring to exercise its rights pursuant to this Section in respect of such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the same terms 10th Trading Day after all of the Purchaser have received the Pre-Notice that the Purchaser desires to exercise its rights pursuant to this Section and conditions the amount of Debentures as to which it desires to exercise such rights. Notwithstanding the Subsequent Financingprocedural requirements set forth in this Section 4.18, the Purchaser may elect, in its sole discretion, to exchange all or some of the Debentures then held by the Purchaser for the Company’s 18% Senior Secured Debentures (the “Secured Debentures”) on a $1.00 for $1.00 basis based on the outstanding Principal principal amount of such Debentures, along with any liquidated damages and other amounts owing thereon, upon the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest Initial Closing of the Note. To exercise offering (as defined in that certain Securities Purchase Agreement (the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser shall have the right to participate in such Subsequent Financing and use the exchange of its Notes and outstanding Warrants “Senior Secured SPA” attached hereto as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%Exhibit C). The Company shall give each Purchaser 10 days' notice prior to closing on any such Subsequent Financing.

Most Favored Nation Provision. Notwithstanding anything contained herein to the contrary, if at any time from and after the Closing Date until the Notes are no longer outstanding, the Company proposes to offer and sell Securities additional securities in a Subsequent Financing, each Purchaser may elect, in its sole discretion, to exchange all or a portion of such Purchaser's Notes Securities then held by such Purchaser for securities of the same type issued in such Subsequent Financing (such exchange to be made at the same time as the closing of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal principal aggregate amount of the such Purchaser’s Note, and accrued and unpaid Interest interest and late charges on the outstanding Principal principal and interest of the Note. To exercise Note (the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately“MFN Right”). By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coveragenotes, each Purchaser shall have the right to participate in such Subsequent Financing and use the exchange of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. The procedural and notice requirements under Section 4.11 are incorporated in this Section 4.20, as applicable. If the Company receives such notice from a Purchaser has exercised 50% of the exercise of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%). The Company shall give each Purchaser 10 days' notice prior to closing on any MFN Right for such Subsequent Financing, then: (a) effective upon the closing of such Subsequent Financing, the terms of the Securities (and, if and to the extent relevant, the underlying securities) then held by such Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (b) thereafter, upon the reasonable request of the Company or such Purchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities.

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrarydate hereof until the date when such Purchaser no longer holds any Preferred Stock, if at any time from and after the Closing Date until the Notes are no longer outstanding, the Company proposes to offer and sell Securities in effects a Subsequent FinancingQualified Offering, each Purchaser may elect, in its sole discretion, to exchange all or some of such Purchaser's Notes the Preferred Stock then held by such Purchaser (but not including the Warrants issued hereunder) for any securities of the same type or units (including Common Stock purchase warrants, if any) issued in such Subsequent Financing (such exchange to be made at the same time as the closing of such Subsequent Financing), a Qualified Offering on the same terms and conditions as the Subsequent Financing, a $1.00 for $1.00 basis based on the outstanding Principal amount Stated Value of such Preferred Stock, along with any accrued but unpaid dividends, liquidated damages and other amounts owing thereon, at the effective price at which such securities were sold in such Qualified Offering. The Company shall provide written notice to each Purchaser immediately following the public announcement of any such Qualified Offering. Any Purchaser desiring to exchange such Purchaser’s Preferred Stock in such Qualified Offering must provide written notice to the Company as soon as reasonably practicable, and in any case, no later than 11:00 pm ET on the Trading Day immediately following the Trading Day that written notice is delivered by the Company. Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest expected announcement of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of exampleQualified Offering (or, if the Trading Day of the expected announcement of the Qualified Offering is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Qualified Offering), the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, shall deliver to each Purchaser a written notice of the Company’s intention to effect a Qualified Offering (a “Qualified Offering Notice”), which notice shall have describe in reasonable detail the right proposed terms of such Qualified Offering, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Qualified Offering is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment. Any Purchaser desiring to participate in such Subsequent Financing and use Qualified Offering must provide written notice to the exchange of its Notes and outstanding Warrants as consideration, Company by 6:30 am (New York City time) on a dollar for dollar basis, in lieu of cash consideration. If the Trading Day following the date on which the Qualified Offering Notice is delivered to such Purchaser has exercised 50% of its Warrants, (the number of warrants “Notice Termination Time”) that such Purchaser will is willing to participate in the Qualified Offering, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser is ready, willing, and able to exchange such Purchaser’s Preferred Stock for the securities in the proposed Qualified Offering on the terms set forth in the Qualified Offering Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be entitled deemed to will be proportionately reduced have notified the Company that it does not elect to 100% warrant coverage (200% x 50%). The Company shall give each Purchaser 10 days' notice prior to closing on any participate in such Subsequent FinancingQualified Offering.

Most Favored Nation Provision. Notwithstanding anything contained herein to the contrary, if at any Any time from and after the Closing Date until the Notes are no longer outstanding, the Company proposes to offer and sell Securities in effects a Subsequent Financingsubsequent financing, each Purchaser Holder may elect, in its sole discretion, to exchange all or some portion of such Purchaser's Notes the Debenture(s) then held by such Purchaser it for the securities of the same type issued in such Subsequent Financing (such exchange to be made at the same time as the closing of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, a subsequent financing based on the then outstanding Principal principal amount of the NoteDebenture(s) plus any other fees then owed by the Company to Holder, at the effective price at which such securities are sold in such subsequent financing. ISSUANCE OF COMMON STOCK The Company undertakes and accrued agrees that no instruction other than the instructions referred to in this Article V shall be given to its transfer agent for the Conversion Shares and unpaid Interest and late charges that the Conversion Shares shall otherwise be freely transferable on the outstanding Principal books and interest records of the NoteCompany as and to the extent provided in this Agreement and applicable law. To exercise the rights provided by Nothing contained in this Section, a Purchaser Section V.A. shall be required affect in any way Holder's obligations and agreement to surrender the Notes then held by comply with all applicable securities laws upon resale of such Purchaser and any Warrants held by such PurchaserCommon Stock. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser Holder shall have the right to participate convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such Subsequent Financing and use term is defined in the exchange of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%Debenture). The Company shall give cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the "Delivery Date"). Upon the conversion of the Debenture or respective part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion or exercise representing the number of shares of common stock issuable upon such conversion or exercise. The Company covenants that the Conversion Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock provided the Conversion Shares, as applicable, are being sold pursuant to an effective registration statement covering the Common Stock to be sold or is otherwise exempt from registration when sold. The Company understands that a delay in the delivery of the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each Purchaser 10 days' $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to closing on any the delivery of such Subsequent Financingnotice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company.

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrary, if at any date hereof until such time from and after that the Closing Date until the Notes Debentures are no longer outstanding, if the Company or any Subsidiary proposes to offer and sell Securities in issue any Common Stock or Common Stock Equivalents (such an issuance, a “Subsequent Financing”), each Purchaser may elect, in its sole discretion, to exchange all or some of such Purchaser's Notes the Debentures then held by such Purchaser for any securities issued in a Subsequent Financing on a $1.00 for $1.00 basis based on the outstanding principal amount of such Debentures, along with any liquidated damages and other amounts owing thereon, and the same type issued effective price at which such securities are to be sold in such Subsequent Financing; provided, however, that this Section 4.18 shall not apply with respect to (i) an Exempt Issuance or (ii) an underwritten public offering of Common Stock. At least 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such exchange Purchaser if it wants to be made at review the same time as details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the closing request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal amount of proceeds intended to be raised thereunder and the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants Person or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser shall have the right to participate in Persons through or with whom such Subsequent Financing is proposed to be effected and use the exchange shall include a term sheet or similar document relating thereto as an attachment. Any Purchaser desiring to exercise its rights pursuant to this Section in respect of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%). The Company shall give each Purchaser 10 days' notice prior to closing on any such Subsequent FinancingFinancing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser desires to exercise its rights pursuant to this Section and the amount of Debentures as to which it desires to exercise such rights.

Most Favored Nation Provision. Notwithstanding anything contained herein to From the contrary, if at any date hereof until such time from and after that the Closing Date until the Notes Debentures are no longer outstanding, if the Company or any Subsidiary proposes to offer and sell Securities in issue any Common Stock or Common Stock Equivalents (such an issuance, a "Subsequent Financing"), each Purchaser may elect, in its sole discretion, to exchange all or some of such Purchaser's Notes the Debentures then held by such Purchaser for any securities issued in a Subsequent Financing on a $1.00 for $1.00 basis based on the outstanding principal amount of such Debentures, along with any liquidated damages and other amounts owing thereon, and the same type issued effective price at which such securities are to be sold in such Subsequent Financing; provided, however, that this Section 4.18 shall not apply with respect to (i) an Exempt Issuance or (ii) an underwritten public offering of Common Stock. At least 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such exchange Purchaser if it wants to be made at review the same time as details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the closing request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the outstanding Principal amount of proceeds intended to be raised thereunder and the Note, and accrued and unpaid Interest and late charges on the outstanding Principal and interest of the Note. To exercise the rights provided by this Section, a Purchaser shall be required to surrender the Notes then held by such Purchaser and any Warrants held by such Purchaser. If any Warrants have been exercised by the Purchaser prior to that Purchaser's exercise of the rights provided by this Section, the number of warrants Person or similar instruments to which that Purchaser is entitled shall be reduced proportionately. By way of example, if the Company undertakes a Subsequent Financing of convertible notes and 200% warrant coverage, each Purchaser shall have the right to participate in Persons through or with whom such Subsequent Financing is proposed to be effected and use the exchange shall include a term sheet or similar document relating thereto as an attachment. Any Purchaser desiring to exercise its rights pursuant to this Section in respect of its Notes and outstanding Warrants as consideration, on a dollar for dollar basis, in lieu of cash consideration. If such Purchaser has exercised 50% of its Warrants, the number of warrants that such Purchaser will be entitled to will be proportionately reduced to 100% warrant coverage (200% x 50%). The Company shall give each Purchaser 10 days' notice prior to closing on any such Subsequent FinancingFinancing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser desires to exercise its rights pursuant to this Section and the amount of Debentures as to which it desires to exercise such rights.