Existence of Class Clause Samples

Existence of Class. Holder acknowledges and agrees by acceptance hereof that such Holder has been offered and sold this Debenture pursuant to that certain subscription agreement dated [_____], 2012 (the “Subscription Agreement”) and that all such Holders of Debentures offered and sold pursuant to the Subscription Agreement shall be part of and act as a class (the “Convertible Debenture Holders”) for all purposes, including but not limited to any amendments, waivers or defaults. Any such action shall require the affirmative consent of Holders of a twenty-five percent (25%) in outstanding aggregate principal amount of Debentures sold to the Convertible Debenture Holders (except in the case of an Event of Default pursuant to Section 8(a)(i)(A)). All payments made in connection with any Event of Default (except in the case of an Event of Default pursuant to Section 8(a)(i)(A)) or any dissolution, winding up or other event of liquidation with respect to the Company shall be made pro rata to all Holders in proportion to such Holder’s percentage interest of the aggregate principal amount of Debentures sold to the Convertible Debenture Holders.