Common use of Notice to Allow Conversion by Hxxxxx Clause in Contracts

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the SubsidiariesCompany, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company(and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. If the Company does not simultaneously file the required Form 8-K, the Holder shall be entitled penalties in accordance with Section 4.6 of the Purchase Agreement. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the this Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the SubsidiariesCompany, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders Holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders stockholder of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders holder of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of or rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 2015-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution or other Restricted Payment in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securitiesSecurities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributionsdistribution, Restricted Payment, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) Borrower the Company shall declare a special nonrecurring cash dividend or distribution on or a redemption of the Common StockShares, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common StockShares, any consolidation or merger to which Borrower the Company(and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock Shares is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each the registered office or agency maintained of the Company for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record warrants is not to be takeneffected, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record Shares shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the its Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the its Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the its Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the its Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 5 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the its Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the its Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. If the Company does not simultaneously file the required Form 8-K, the Holder shall be entitled penalties in accordance with Section 5.6 of the Purchase Agreement The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If If (Ai) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (Bii) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (Ciii) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (Div) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (Ev) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note RegisterBxxxxxxx’s books and records, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (yB) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain Hxxxxx is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) ten calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any holders of stockholders of Borrower the Company or shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company , or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company , then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Notethe Debentures, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Note Registerstock books of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain Holders are entitled to convert this Note Debentures during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty five (205) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 205-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Companies shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Companies shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Companies shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Companies shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Companies is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Companies, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Companies shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Companies, then, in each case, Borrower the Companies shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Companies or any of the Subsidiaries, Borrower the Companies shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution or other Restricted Payment in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securitiesSecurities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributionsdistribution, Restricted Payment, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower shall the Company shall, if and as applicable, simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K or take such other action as reasonably determined by the Holder to disseminate such material, non-public information to the marketplace. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and Company shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the its Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the its Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the its Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the its Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the its Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the its Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. If the Company does not simultaneously file the required Form 8-K, the Holder shall be entitled penalties in accordance with Section 4.6 of the Purchase Agreement The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding winding-up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice notice, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (or such shorter period as is reasonably possible, but not less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, or the date on which the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company was authorized and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon any such reclassification, consolidation, merger, sale, transfer or share exchangeexchange or voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower Company is a party, any sale or transfer of all or substantially all of the assets of BorrowerCompany, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of BorrowerCompany, then, in each case, Borrower Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower Company or any of the its Subsidiaries, Borrower Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder Xxxxxx shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Issuer shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Issuer shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Issuer shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Issuer shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Issuer is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Issuer, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Issuer shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Issuer, then, in each case, Borrower the Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion Conversion of this Notethe Obligations, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note the Obligations during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants notes to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of Borrowerits assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Note RegisterRegister of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrantsNotes, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants Notes are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, ; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder in this Note constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert conversion this Note during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To After the occurrence of a Going Public Event, to the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered mailed to the Holder at its last address specified in Section 9(a) (or such other address as it shall appear upon the Note RegisterHolder may designate by ten (10) calendar days advance written notice to the Company), at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, ; provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the its Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the its Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the its Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the its Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 5 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the its Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the its Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. If the Company does not simultaneously file the required Form 8-K, the Holder shall be entitled penalties in accordance with Section 4.6 of the Purchase Agreement The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the its Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the its Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the its Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the its Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the its Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the its Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the SubsidiariesSubsidiaries (as determined in good faith by the Company), Borrower the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.K.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders Holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders stockholder of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (xa) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders Holder of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (yb) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders holder of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this NotePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Corporation or any of the Subsidiaries, Borrower the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Note Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary involuntary- dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be Ire taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is are converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered deliver to the Holder at its last address as it shall appear upon the Note Registerbooks of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, ; provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note these Preferred Shares during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (or such shorter period as is reasonably possible, but not less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-non- public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K or if it is not subject to the reporting requirements of the Commission, a press release. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this Notethe Preferred Stock, and shall cause to be delivered by email to the each Holder at its last email address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Corporation or any of the Subsidiaries, Borrower the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note the Conversion Amount of the Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty ten (2010) calendar days Trading Days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 2015-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders Holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders stockholder of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders Holder of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders holder of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report of Foreign Issuer on Form 86-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Notethe Notes, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Note Registerstock books of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain Holders are entitled to convert this Note Notes during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K or post such notice on the OTC Disclosure and News Service. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is Ordinary Shares are converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 86-K. The Holder shall remain entitled to convert this Note Debenture during the 2015-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Note Registerstock books of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (or such shorter period as is reasonably possible, but not less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K or if it is not subject to the reporting requirements of the Commission, a press release. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, . (D) the approval of any stockholders of Borrower the Company shall be required requited in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as its of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the SubsidiariesCompany, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this Notethe Preferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Corporation or any of its subsidiaries, the Subsidiaries, Borrower Corporation shall simultaneously file such notice with the United States Securities and Exchange Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note the Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty seven (207) calendar days Business Days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day seven (7) Business Day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, to the extent that such information constitutes material non-public information (as determined in good faith by the Company), Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last facsimile number or email address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the twenty (20-) day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered mailed to the Holder at its last address as it shall appear upon the Note Registerstock books of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To Subject to the extent that any notice provided hereunder constitutesother terms and conditions of this Debenture, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture (or any part hereof) during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted isconverted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation (F) the Corporation shall take any action to effectuate an Corporation Redemption, or (G) a Triggering Event shall have occurred, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this NotePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (unless a greater or lesser time period is expressly required elsewhere in this Certificate of Designation), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Corporation or any of the Subsidiaries, Borrower the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Note Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinin this Certificate of Designation.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice Debenture through the effective date of the event triggering described in such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteSeries B Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Series B Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered mailed to the Holder at its their last address addresses as it they shall appear upon the Note Registerstock books of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this NotePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-non- public information regarding Borrower the Corporation or any of the Subsidiaries, Borrower the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Note Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockStock (other than upon the exercise of certain put rights as described in the Company’s annual report on Form 10-K, as filed with the Securities and Exchange Commission), (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding winding-up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice notice, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the toe failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To After the occurrence of a Going Public Event, to the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8S-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file disclose such notice information in compliance with the Commission pursuant to a Current Report on Form 8-K. applicable securities laws. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders Holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders stockholder of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders Holder of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders holder of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders Holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders stockholder of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders Holder of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders holder of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) ten calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, contains material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower Subsidiaries (as determined in good faith by the Company,)the Company or its successor shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Note RegisterDebenture Register of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain Holders are entitled to convert this Note Debentures during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, ; (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Note Registerstock books of the Company, at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Issuer shall declare a dividend (or any other distribution in whatever form) on the Common Stock, ; (B) Borrower the Issuer shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) Borrower the Issuer shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of Borrower the Issuer shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Issuer is a party, any sale or transfer of all or substantially all of the assets of Borrower, or the Issuer of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) Borrower the Issuer shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Issuer; then, in each case, Borrower the Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Note Register, stock books of the Issuer at least twenty (20) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange. Subject to the provisions of this Note, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty five (205) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 205-day period commencing on the date dxxx of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this NotePreferred Stock, and shall cause to be delivered by email to the each Holder at its last email address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Corporation or any of the Subsidiaries, Borrower the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Note Preferred Stock (or any part hereof) during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding winding-up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice notice, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company or Mount Tam shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company or Mount Tam shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company or Mount Tam shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company or Mount Tam shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company or Mount Tam is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company or Mount Tam, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company or Mount Tam shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company or Mount Tam, then, in each case, Borrower the Company or Mount Tam shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders Holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders stockholder of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty 10 (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders Holder of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders holder of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the its Common Stock, ; (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (DC) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, the Company; then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered mailed to the Holder at its the last address as it shall appear upon the Note Registerbooks and records of the Company, at least twenty (20) 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Warrant during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, or (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution Distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company(and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distributionDistribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributionsDistributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding winding-up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice notice, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K if the Company is then an SEC reporting issuer. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, rights or (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Corporation is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Corporation, then, in each case, Borrower the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this NotePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Note Registerstock books of the Corporation, at least twenty fifteen (2015) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Corporation or any of the Subsidiaries, Borrower the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Note Preferred Stock (or any part hereof) during the 2015-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution or other Restricted Payment in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securitiesSecurities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributionsdistribution, Restricted Payment, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer transfer, share exchange, dissolution, liquidation or share exchange winding up is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or transfer, share exchange, dissolution, liquidation or winding up, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K within the time required by the Exchange Act. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty five (205) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionredemption , rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidationconsolidation , merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 205-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously within one (1) Trading Day file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note during the 20-day twenty (20)-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain is entitled to convert this Note Debenture during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution or other Restricted Payment in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securitiesSecurities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributionsdistribution, Restricted Payment, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the shares of Common Stock of rights or warrants to subscribe for or purchase any capital shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this NoteDebenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the shares of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the shares of Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (ED) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty ten (2010) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any the Company, the Company shall not be required to provide such notice until such time as it makes public disclosure of the Subsidiariessuch event, Borrower at which point it shall simultaneously file such with its public disclosure, provide notice with to the Commission pursuant to a Current Report on Form 8-K. Holder. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (or such shorter period as is reasonably possible, but not less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, or the date on which the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company was authorized, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon any such reclassification, consolidation, merger, sale, transfer or transfer, share exchange, or voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. K or if it is not subject to the reporting requirements of the Commission, a press release. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower the Company or any of the Subsidiaries, Borrower the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Conversion by Hxxxxx. If (A) Borrower the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of Borrowerthe Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrowerthe Company, then, in each case, Borrower the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.