Common use of Third Debenture Clause in Contracts

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 in exchange for a purchase price of $1,000,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 and the issuance of a promissory note in the principal amount of $900,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty on the same terms as set forth in the Continuing Personal Guaranty entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 in exchange for a purchase price of $1,000,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 and the issuance of a promissory note in the principal amount of $900,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty Stock Pledge Agreement on the same terms as set forth in the Continuing Personal Guaranty Stock Pledge Agreement (as defined herein) entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000200,000 and no other Principal Amounts are outstanding under any other Debenture between the Holder and the Company.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 1,500,000 in exchange for a purchase price of $1,000,000 1,500,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 250,000 and the issuance of a promissory note in the principal amount of $900,000 1,250,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty Stock Pledge Agreement on the same terms as set forth in the Continuing Personal Guaranty Stock Pledge Agreement (as defined herein) entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 1,500,000 in exchange for a purchase price of $1,000,000 1,500,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 400,000 and the issuance of a promissory note in the principal amount of $900,000 1,100,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty on the same terms as set forth in the Continuing Personal Guaranty entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 in exchange for a purchase price of $1,000,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 200,000 and the issuance of a promissory note in the principal amount of $900,000 800,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty on the same terms as set forth in the Continuing Personal Guaranty entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 1,500,000 in exchange for a purchase price of $1,000,000 1,500,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 200,000 and the issuance of a promissory note in the principal amount of $900,000 1,300,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 issuance of a Continuing Personal Guaranty on Stock Pledge Agreement in the same terms form as set forth in the Continuing Personal Guaranty entered into Stock Pledge Agreement (as defined herein) executed in connection with the execution of the this Agreement and the DebentureAgreement, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within upon the earlier of (i) thirty days from the Third Debenture Date, or (ii) the funding of the Third Debenture Dateby Holder. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 1,500,000 in exchange for a purchase price of $1,000,000 1,500,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 200,000 and the issuance of a promissory note in the principal amount of $900,000 1,300,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty on the same terms as set forth in the Continuing Personal Guaranty entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.

Third 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 Third Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Third Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 1,500,000 in exchange for a purchase price of $1,000,000 1,500,000 (the “Third Debenture”), with such purchase price paid via a cash payment of $100,000 250,000 and the issuance of a promissory note in the principal amount of $900,000 1,250,000 (the “Third Promissory Note”), with the form of and terms of the Third Debenture and the Third 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 Continuing Personal Guaranty on the same terms as set forth in the Continuing Personal Guaranty entered into in connection with this Agreement and the Debenture, and when the Third Debenture is issued, the term “Debenture” as used in this Agreement shall be deemed to include the Third Debenture in all respects and when the Third Promissory Note is issued, the term “Promissory Note” as used in this Agreement shall be deemed to include the Third Promissory Note in all respects. The closing of the purchase and sale of the Third Debenture and the issuance of the Third Promissory Note shall occur within thirty days of the Third Debenture Date. For the purposes of this Agreement, the “Third Debenture Period” shall mean the period that commences on the date of the issuance of the Second Debenture to Holder and terminates upon the date that the remaining Principal Amount of the Second Debenture is equal to an amount not greater than $250,000.