Common use of Second Debenture Clause in Contracts

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 and the issuance of a promissory note in the principal amount of $1,250,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 1,000,000 in exchange for a purchase price of $1,500,000 1,000,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 200,000 and the issuance of a promissory note in the principal amount of $1,250,000 800,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 200,000 and the issuance of a promissory note in the principal amount of $1,250,000 1,300,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, including the issuance of a Stock Pledge Agreement in the same form as the Stock Pledge Agreement (as defined herein) executed in connection withthe execution of the this Agreement, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within upon the earlier of (i) thirty days from the Second Debenture Date, or (ii) the funding of the Second Debenture Dateby Holder. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture issued on the date hereof is equal to an amount not greater than $250,000.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 and the issuance of a promissory note in the principal amount of $1,250,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, provided that the Discount Multiplier (as defined in the Second Debenture) for the Second Debenture shall be 90%, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000. The delivery of the purchase price, including the Second Promissory Note, by the Holder to the Company in connection with the purchase of the Second Debenture shall occur after the expiration of the Company Refusal Period (as defined below) and prior to the date that is twenty (20) Trading Days after the Second Debenture Date.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 200,000 and the issuance of a promissory note in the principal amount of $1,250,000 1,300,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 400,000 and the issuance of a promissory note in the principal amount of $1,250,000 1,100,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, entered into in connection with this Agreement and the Debenture, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000.. ____________ ____________ Initials Initials

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shallshall select a date, which date shall be in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 2,000,000 in exchange for a purchase price of $1,500,000 2,000,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 and the issuance of a promissory note in the principal amount of $1,250,000 1,750,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, including the entry into a Stock Pledge Agreement on the same terms and conditions as set forth in the Stock Pledge Agreement (as defined below) entered into in connection with this Agreement and the Debenture, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, shall select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “"Second Debenture Date”") at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “"Second Debenture”"), with such purchase price paid via a cash payment of $250,000 200,000 and the issuance of a promissory note in the principal amount of $1,250,000 1,300,000 (the “"Second Promissory Note”"), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, and when the Second Debenture is issued, the term “"Debenture” " as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “"Promissory Note” " as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty upon the earlier of (i) ten (10) days from the termination of the Second Debenture DatePeriod, or (ii) the funding of the Second Debenture by Holder. The exact date during the Second Debenture Period that shall be the Second Debenture Date shall be selected by Holder in Holder's sole and absolute discretion. For the purposes of this Agreement, the “"Second Debenture Period” " shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture issued on the date hereof is equal to an amount not greater than $250,000500,000.

Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $250,000 and the issuance of a promissory note in the principal amount of $1,250,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, including the entry into a Stock Pledge Agreement on the same terms as set forth in the Stock Pledge Agreement (as defined herein) entered into in connection with this Agreement and the Debenture, and when the Second Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. TWH JAN Initials Initials The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur within thirty days of the Second Debenture Date. For the purposes of this Agreement, the “Second Debenture Period” shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture is equal to an amount not greater than $250,000.. ____________ ____________ Initials Initials