Common use of At the Option of the Company Clause in Contracts

At the Option of the Company. If (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice.

At the Option of the Company. If at any time (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250VWAP exceeds 200% greater than of the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five ninety (4590) consecutive Trading Days (including, without limitation, during the entire thirty-five such ninety (3590) consecutive Trading Day period covered by that commences after the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until first anniversary of the Conversion Date applicable to such Mandatory Conversion)(the Closing Date, the “Mandatory Conversion Measuring Period”) and the VWAP continues to exceed 200% of the Conversion Price for each Trading Day following the Mandatory Conversion Measuring Period through and including the Conversion Date, and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day following the Mandatory Conversion Measuring Period through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, elect to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares Stock by delivering an irrevocable written notice of such election to the Holder holders of the Notes within five (5) Trading Days following the end of such Mandatory Conversion Measuring Period (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price VWAP would need to be greater than $2.50 2.00 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal principal amount and accrued but unpaid interest owing in respect of the Note Notes to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation)Conversion; (iii) the number of shares of Common Shares Stock to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculationhereof); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)Conditions) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period and through and including the delivery of the Mandatory Conversion Notice. The Principal principal amount of this Note and accrued but unpaid interest the Notes convertible as provided in this Section 6(b) of the Notes shall be limited (y) to a number of shares of Common Shares Stock equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (zConversion. The principal amount of this Note convertible as provided in this Section 6(b) shall be limited by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer If any of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and conditions (including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) any of the first sentence of this Section 6(bEquity Conditions) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note do not continue to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs satisfied after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, shall promptly deliver to the Holder holders of the Notes a notice of such failure and that each holder shall have the Mandatory Conversion shall not occur, unless the Holderright, in its sole discretion, elects to either (I) waive such failure in writingfailure, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b), or (II) elect that the conversion of such holder’s Notes pursuant to the Mandatory Conversion not occur. Notwithstanding anything contained herein to the contraryforegoing, the Company may effect only one (1) Mandatory Conversion during any ninety one hundred fifty (90150) consecutive Trading Days. If the Holder delivers any a Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal principal amount of the Note Notes converted by the Holder as part of such Conversion Notice shall reduce the Principal principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice. If the Company elects to cause a Mandatory Conversion of any portion of this Note pursuant to this Section 6(b), then it must simultaneously take the same action in the same proportion with respect to all other Notes. If the Company elects a Mandatory Conversion pursuant to Section 6(b) of the Notes with respect to less than the principal amount of all of the Notes then outstanding, then the Company shall require conversion of the Notes from each holder of the Notes in an amount equal to the product of (i) the aggregate principal amount of the Notes which the Company has elected to cause to be converted pursuant to Section 6(b) of the Notes, multiplied by (ii) a fraction, the numerator of which is the principal amount of such holder’s Note and the denominator of which is the principal amount of the Notes then outstanding.

At the Option of the Company. If Subject to the conditions set forth in this Section 5(b) and Section 5(d), at any time after the first year anniversary of the Original Issue Date, the Company may require a conversion of principal amount of this Unsecured Debenture, at the Conversion Price and on the Company Conversion Date, of all or a portion of the outstanding principal amount of this Unsecured Debenture if: (i) at both: (A) the average of the Closing Prices during any time commencing after the Mandatory Conversion Commencement Date30 consecutive Trading Days is equal to or greater than $5.10 (subject to equitable adjustments for stock splits, recapitalizations and similar events) and (B) the Closing Price for each of 15 Trading Days (which need not be consecutive) during such 30 consecutive Trading Day period is 250% equal to or greater than the Conversion Price $5.10 (subject to appropriate equitable adjustments for any stock dividendsplits, stock split, stock combination, reclassification or recapitalizations and similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”events) and (ii) all of the Equity Conditions are satisfied for each day as of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject Conversion Date with respect to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion all of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Underlying Shares by delivering an irrevocable written notice of potentially issuable in connection with such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfiedproposed conversion. The Company shall deliver the Mandatory Conversion Notice exercise its right to require conversions hereunder by delivering to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the a Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the together with a Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect Schedule within 10 Business Days of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date satisfaction of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day immediately preceding sentence. Notwithstanding anything herein to the contrary, if any of the Mandatory Conversion Measuring Period through conditions set forth in clauses (i) and including (ii) herein shall cease to be in effect during the period between the date of the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Company Conversion Notice (or such later date specified in and the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Company Conversion Date, and as a condition then the Holder subject to such conversion may elect, by written notice to the Company’s right to effect the Mandatory Conversion, the Company given at any time after any such conditions shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note cease to be converted pursuant in effect, to the Mandatory Conversion invalidate ab initio such conversion. The number of Underlying Shares issuable upon any conversion hereunder shall (taking into account the subject to limitations set forth in Section 6(c5(d)) hereof and equal the Volume Limit); and (3) the number outstanding principal amount of Common Shares this Unsecured Debenture to be issued converted (including any interest payments accreted to principal pursuant to the terms hereof) divided by the Conversion Price. The conversion subject to each Company Conversion Notice, once given, shall be irrevocable as to the Company. If the conversion of a principal amount of Unsecured Debentures indicated in a Company Conversion Notice would result in the issuance to the Holder (taking into account of Underlying Shares in excess of the limitations set forth in amount permitted pursuant to Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii5(d)(i)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate Holder shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by notify the Company of the Mandatory Conversion Notice this fact and prior to the Conversion Date, the Company shall: (x) honor the conversion for the maximum principal amount of Unsecured Debentures permitted, no later than one Business Day thereafterpursuant to Section 5(d)(i), deliver to be converted on such Company Conversion Date and (y) cancel the Company Conversion Notice with respect to the Holder a notice portion of such failure and that the Mandatory Conversion shall not occur, unless principal amount of Unsecured Debentures the Holder, in its sole discretion, elects to waive such failure in writing, in conversion of which case the Company shall complete the Mandatory Conversion in accordance with this would violate Section 6(b5(d)(i). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any shall not be entitled to deliver a Company Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable 10th Business Day following the delivery of a company conversion notice pursuant to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Noticeany Debenture.

At the Option of the Company. If (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i8(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b8(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b8(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c8(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b8(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b8(b). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice.

At the Option of the Company. If Subject to the conditions set forth in this Section 6(b) and Section 6(d), at any time after the first year anniversary of the Original Issue Date, the Company may require a conversion, at the Conversion Price and on the Company Conversion Date, of all or a portion of the outstanding principal amount of this Secured Debenture if: (i) at both: (A) the average of the Closing Prices during any time commencing after the Mandatory Conversion Commencement Date30 consecutive Trading Days is equal to or greater than $5.10 (subject to equitable adjustments for stock splits, recapitalizations and similar events) and (B) the Closing Price for each of 15 Trading Days (which need not be consecutive) during such 30 consecutive Trading Day period is 250% equal to or greater than the Conversion Price $5.10 (subject to appropriate equitable adjustments for any stock dividendsplits, stock split, stock combination, reclassification or recapitalizations and similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”events) and (ii) all of the Equity Conditions are satisfied for each day as of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject Conversion Date with respect to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion all of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Underlying Shares by delivering an irrevocable written notice of potentially issuable in connection with such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfiedproposed conversion. The Company shall deliver the Mandatory Conversion Notice exercise its right to require conversions hereunder by delivering to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the a Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the together with a Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect Schedule within 10 Business Days of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date satisfaction of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day immediately preceding sentence. Notwithstanding anything herein to the contrary, if any of the Mandatory Conversion Measuring Period through conditions set forth in clauses (i) and including (ii) herein shall cease to be in effect during the period between the date of the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Company Conversion Notice (or such later date specified in and the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Company Conversion Date, and as a condition then the Holder subject to such conversion may elect, by written notice to the Company’s right to effect the Mandatory Conversion, the Company given at any time after any such conditions shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note cease to be converted pursuant in effect, to the Mandatory Conversion invalidate ab initio such conversion. The number of Underlying Shares issuable upon any conversion hereunder shall (taking into account the subject to limitations set forth in Section 6(c6(d)) hereof and equal the Volume Limit); and (3) the number outstanding principal amount of Common Shares this Secured Debenture to be issued converted (including any interest payments accreted to principal pursuant to the terms hereof) divided by the Initial Conversion Price. The conversion subject to each Company Conversion Notice, once given, shall be irrevocable as to the Company. If the conversion of a principal amount of Secured Debentures indicated in a Company Conversion Notice would result in the issuance to the Holder (taking into account of Underlying Shares in excess of the limitations set forth in amount permitted pursuant to Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii6(d)(i)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate Holder shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by notify the Company of the Mandatory Conversion Notice this fact and prior to the Conversion Date, the Company shall: (x) honor the conversion for the maximum principal amount of Secured Debentures permitted, no later than one Business Day thereafterpursuant to Section 6(d)(i), deliver to be converted on such Company Conversion Date and (y) cancel the Company Conversion Notice with respect to the Holder a notice portion of such failure and that the Mandatory Conversion shall not occur, unless principal amount of Secured Debentures the Holder, in its sole discretion, elects to waive such failure in writing, in conversion of which case the Company shall complete the Mandatory Conversion in accordance with this would violate Section 6(b6(d)(i). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any shall not be entitled to deliver a Company Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable 10th Business Day following the delivery of a company conversion notice pursuant to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Noticeany Debenture.

At the Option of the Company. If Subject to the provisions of this Section 5(a)(ii), the Company may deliver a written notice (such notice, a “Company Conversion Notice”) to all Investors stating its irrevocable election to require the conversion at the Conversion Price of up to such aggregate principal amount outstanding under all of the Notes as would result in the issuance of a number of Underlying Shares equal to (A) the product of (A) 0.50 multiplied by (B) the total daily trading volume of the Common Stock over the 30 Trading Days immediately preceding (but not including) the date that a Company Conversion Notice is delivered to the Investor, provided, that: (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price of the Common Stock for the 20 consecutive Trading Days immediately preceding (but not including) the delivery of the Company Conversion Notice is 250% equal to or greater than the Conversion Price $2.06 per share (subject to appropriate adjustments for any stock dividendequitable adjustment as a result of the events set forth in Sections 10(a), stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined belowb) and continuing for each day thereafter through and until the Conversion Date applicable to (c), including if such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and events occur during such measurement period), (ii) the Equity Conditions are satisfied Are Satisfied for each day of such Mandatory Conversion Measuring Period and continue Underlying Shares to be satisfied for each day through issued upon such forced conversion, (iii) immediately before or after giving effect to such issuance on such date, no Event of Default or Default shall or would exist, and including the Conversion Date, then (iv) the Company may elect, subject has not forced conversion pursuant to this Section 5(a)(ii) during the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion thirty days preceding delivery of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Company Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Each Note to be converted pursuant to this Section 5(a)(ii) shall be converted on a pro rata basis, based on each Investor’s proportionate ownership of the Mandatory then outstanding principal amount of the Notes. Subject to the terms and conditions of this Section 5(a)(ii), the Company shall effect the conversion of this Note pursuant to a Company Conversion (taking into account Notice on the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were 31st Trading Day immediately succeeding the date of the Mandatory Company Conversion Notice (including the calculation detailing how the “Company arrived at such calculationConversion Date”); (iii) the number of Common Shares to be issued . Notwithstanding anything to the Holder upon such Mandatory Conversion (taking into account the limitations contrary set forth in this Note, the Investor shall have the right to nullify such Company Conversion Notice if any of the conditions set forth in this Section 6(c5(a)(ii) hereof and the Volume Limit) if the Conversion Date were shall not have been met from the date of the Mandatory Company Conversion Notice (including the calculation detailing how through the Company arrived at such calculation); Conversion Date. The Company covenants and (iv) agrees that it will honor all Conversion Notices tendered from the Mandatory time of delivery of the Company Conversion conditions (including Notice through 6:30 p.m. on the Equity Conditions Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the per Trading Day Closing Price condition Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in respect of a Company Conversion Notice, then notwithstanding anything to the contrary set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Company Conversion Notice. The Principal amount , the Company Conversion Notice shall be deemed automatically amended to apply only to such portion of this Note and accrued but unpaid interest convertible as provided would permit conversion in this full in compliance with Section 6(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c5(b). The tenth Investor will promptly (10thand, in any event, prior to the Company Conversion Date) Trading Day after notify the delivery Company in writing following receipt of such Mandatory a Company Conversion Notice (if Section 5(b)(i) or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if would restrict its right to receive the full number of otherwise issuable Underlying Shares following such Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice.