Common use of Conversion at the Option of the Holder Clause in Contracts

Conversion at the Option of the Holder. (a) (i) The Debentures shall be convertible into shares of Common Stock (subject to Section 5(a)(ii) and Section 5(a)(iii)) at the Conversion Ratio (as defined in Section 9) at the option of the Holder in whole or in part at any time after such date as the closing sales price of the Company's common stock as reported on the Nasdaq Small Cap Market (or Nasdaq Market if so listed) equals or exceeds $12.00. The Holders shall effect conversions by surrendering the Debentures to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit 1 (the "Conversion Notice"). The Conversion Notice may be delivered by facsimile, with the Debenture to follow within three Trading Days. Each Conversion Notice shall specify the principal amount of Debentures to be converted. The date on which such conversion is to be effected shall be the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date"). Subject to Sections 5(a)(ii), 5(b) and 5(k) hereof, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall promptly deliver to such Holder, at the expense of the Company, (in the manner and within the time set forth in Section 5(b)) a new Debenture representing the unconverted principal amount, to the same extent as if the Debenture theretofore representing such unconverted principal amount had not been surrendered on conversion.

Conversion at the Option of the Holder. (a) (i) The Debentures shall be convertible into shares of Common Stock (subject to Section 5(a)(ii) and Section 5(a)(iii)) at the Conversion Ratio (as defined in Section 9) at the option of the Holder in whole or in part at any time after such date as the closing sales price of the Company's common stock as reported on the Nasdaq Small Cap Market (or Nasdaq Market if so listed) equals or exceeds $12.00Issue Date. The Holders shall effect conversions by surrendering the Debentures to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit 1 (the "Conversion Notice"). The Conversion Notice may be delivered by facsimile, with the Debenture to follow within three Trading Days. Each Conversion Notice shall specify the principal amount of Debentures to be converted. The date on which such conversion is to be effected shall be the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date"). Subject to Sections 5(a)(ii), 5(b) and 5(k) hereof, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall promptly deliver to such Holder, at the expense of the Company, (in the manner and within the time set forth in Section 5(b)) a new Debenture representing the unconverted principal amount, to the same extent as if the Debenture theretofore representing such unconverted principal amount had not been surrendered on conversion.